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8/18/2019 Extraordinary Shareholders' Meeting - 05.20.2016 - Appraisal Report UBS
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April 9th, 2016
Valuation Report for BM&FBovespa
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Table of Contents
Section 1 Executive Summary 2
Section 2 UBS Information and Declarations 10
Section 3 Cetip 16
3.A Company and Sector Overview
3.B Valuation
Section 4 BM&FBovespa 36
4.A Company and Sector Overview
4.B Valuation
Appendix A Selected Comparable Companies for Cetip and BM&FBovespa 50
Appendix B Selected Analyst Estimates for Cetip 56
Appendix C Selected Analyst Estimates for BM&FBovespa 58
Appendix D Additional Materials 60
Appendix E Glossary 63
Appendix F Disclaimer 65
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Executive Summary
Section 1
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In the context of the corporate reorganization involving BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros ("BM&FBovespa") and Cetip S/A – Mercados Organizados ("Cetip") that may result in among other things, the acquisition of Cetip shares by BM&FBovespa and an issuance of shares of
BM&FBovespa to Cetip shareholders, which the terms and conditions were disclosed to the market on April 8, 2016 (the "Transaction"), UBS Brasil Serviços deAssessoria Financeira Ltda. ("UBS") was hired by BM&FBovespa to prepare a valuation report (the "Valuation Report")
This Valuation Report was prepared in accordance with the applicable regulation and following market practices of evaluating companies and shall be usedexclusively for the benefit of the BM&FBovespa's Board of Directors in the sole purpose of enabling them to evaluate the Transaction
In this Valuation Report, Cetip and BM&FBovespa share prices were assessed according to the following criteria:
Cetip
• Shareholders' equity book value per share as of December 31 st, 2015
• Volume weighted average price ("VWAP")
– in the 12-month period ending on November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning onNovember 3rd, 2014
– in the 1-month period ending November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning on October3rd, 2015
– from November 3rd, 2015 (the day of the First Material Fact regarding the transaction) and April 5th, 2016
• Discounted Cash Flow method ("DCF")
• Selected trading multiples methodology
BM&FBovespa
• Shareholders' equity book value per share as of December 31 st, 2015
• Volume weighted average price ("VWAP")
– in the 12-month period ending on November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning onNovember 3rd, 2014
– in the 1-month period ending November 2nd, 2015 (the day prior to the First Material Fact regarding the transaction) and beginning on October3rd, 2015
– from November 3rd, 2015 (the day after the First Material Fact regarding the transaction) and April 5th, 2016
• Selected trading multiples methodology
Except as otherwise stated, all financial information used was prepared according to the International Financial Reporting Standards ("IFRS")
UBS’s analysis does not include all of the pertinent information to determine the appropriateness of the transaction to BM&FBovespa and Cetip¹
Introduction
Note:1 This Valuation Report does not consider the potential value of synergies, the value of instruments or other elements of the transaction structure, nor any benefits or disadvantages of the
transaction
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On November 3rd, 2015, BM&FBovespa informed the market that it had engaged in preliminary discussions with Cetip to present their respective Boards ofDirectors with a proposal for the combination of both companies ("First Material Fact")
on November 13th, 2015, BM&FBovespa informed the market that a non-binding proposal was approved by its Board of Directors consisting on a valuationof R$39.00 per Cetip share (which represented a 15.5% premium compared to Cetip's closing price on October 30th, 2015¹) via a minimum 50% cash andmaximum 50% stock transaction
On December 4th, 2015, BM&FBovespa informed the market that it had received correspondence sent by the Board of Directors of Cetip expressing that the non-binding proposal for the combination of the two companies sent by BM&FBovespa did not represent the fair value of Cetip
On February 19th, 2016, BM&FBovespa informed the market that its Board of Directors approved the presentation, to the Board of Directors of Cetip, of abinding proposal for the combination of the operations of the companies
the binding proposal described the terms of a corporate reorganization and adjustment of the previous proposal to R$41.00 per Cetip share, which was toconsist in a payment of 75% cash (R$30.75) and 25% stock (R$10.25) with an exchange ratio of 0.8991 ordinary BM&FBovespa's shares for each Cetipshare. Based on this exchange ratio, the current shareholders of Cetip would own 11.8% of BM&FBovespa’s capital stock after the transaction²
the amount to be paid in cash would be subject to adjustment to the Certificado de Depósito Bancário—Interbank Deposit Certificate ("CDI") from the dateof the general shareholder's meeting of Cetip that would approve the transaction until the date of effective payment of the amount to Cetip's shareholders
On March 2nd, 2016, BM&FBovespa received a communication from Cetip's Board of Directors deciding:
not to accept, in the specific terms presented, the proposal for the acquisition of Cetip's shares submitted by BM&FBovespa on February 19th, 2016
to authorize its financial and legal advisors to initiate discussions about the proposed transaction; and
to authorize the signing, by Cetip’s Management, of a confidentiality agreement related to the aforementioned discussions
Transaction Background
Source: BM&FBovespa's Material FactsNotes:1 Last day of trading prior to the release of the material fact related to the discussions about a potential combination, adjusted for dividends declared on November 4, 20152 The amount of R$ 11.40 per BM&FBovespa share was used, which is the closing price as of October 30, 2015, date that preceded the disclosure of the First Material Fact regarding the transaction
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On April 8th, 2016, BM&FBovespa and Cetip published a joint material fact announcing a new offer with a floor for Cetip of R$42.00/share and a cap ofR$48.51/share. According to the material fact terms, BM&FBovespa and Cetip shareholders will vote to approve a corporate reorganization in which
BM&FBovespa will own all the shares issued by Cetip and Cetip shareholders will receive (i) shares of BM&FBovespa in an exchange ratio of 0.8991x for each
Cetip share (“Reference Exchange Ratio”) and (ii) R$30.75 in cash (the “Original Reference Value of the Cash Portion”), to be paid in a lump sum no later thanforty (40) days after all regulatory approvals required by the legislation have been obtained (“Financial Settlement Date”)
the Original Reference Value of the Cash Portion will be subject to adjustment by the variation in the CDI ("Adjusted Cash Portion") (a) between April 8th,2016 and the Financial Settlement Date, inclusive, if the call for its General Shareholders Meeting to discuss the Transaction is disclosed by CETIP via CVM’ssystem by April 15, 2016, so such meeting is held until May 16, 2016 (on first call); or (b) between the date of the General Shareholders Meeting of CETIPthat approves the Transaction and the Financial Settlement Date, if the call for the General Shareholders Metting of Cetip to deliberate on the Transaction isdisclosed via CVM's system after April 15, 2016
the Adjusted Cash Portion and Reference Exchange Ratio will be adjusted to reflect any dividends, interest on capital and other corporate actions declared
and paid by BM&FBovespa between November 4, 20151 , and the date of computing the shareholder base (ex-date) up to the Financial Settlement Date,inclusive (“BM&FBovespa’s Corporate Actions”). The Reference Exchange Ratio will be ajusted so that the product of (i) a new exchange ratio (“Corporate
Actions Adjusted Exchange Ratio”) and (ii) the result of subtracting (a) BM&FBOVESPA’s Corporate Actions from (b) R$11.40 is always kept constant atR$10.25
Corporate Actions Adjusted Exchange Ratio on April 8 th, 2016, was at 0.9358x and the value of the Adjusted Cash Portion was R$29.90
the value of the stock component to be received by Cetip’s shareholders is subject to a minimum of R$11.25 and maximum of R$17.76
for the purposes of adjustments in the stock component, BM&FBovespa share price ("Average Closing Price") will be calculated using the closing price ofthe 30 trading days prior to the Financial Settlement Date
final transaction structure regarding cash and stock components will be based on 2 scenarios:
(i) if the product of the Adjusted Exchange Ratio and the Average Closing Price ("Adjusted Price") is higher than the R$17.76, the R$30.75 of cash
component will be fixed and the Adjusted Exchange Ratio will be proportionally reduced (“Reduced Exchange Ratio”) until the product of the ReducedExchange Ratio and the Average Closing Price is R$17.76
(ii) if the Adjusted Price is lower than R$11.25, the R$30.75 of cash component will be raised by an additional amount ("Additional Amount") until itequals 85% of the total amount to be paid to Cetip's shareholders
the Additional Amount will be equal to the amount required to equal R$11.25 by adding the Additional Amount to the Adjusted P rice
if, after fixing the cash component at 85% of total amount to be paid to Cetip's shareholders, the R$11.25 threshold is not achieved, the AdjustedExchange Ratio will be raised to a new exchange ratio (“Augmented Exchange Ratio”) until the sum of (a) product of the Augmented ExchangeRatio and the Transaction Price and (b) Additional Amount equals to R$11.25
Transaction Background (cont'd)
Source: BM&FBovespa's Material FactsNote:1 BM&FBOVESPA declared interest on capital (IoC) of R$ 0.1765 per share on November 13, 2015, and R$0.2525 per share on December 10, 2015. CETIP declared corporate actions of R$0.3326 per share on November 4, 2015, R$0.0994 per
share on December 18, 2015, R$0.3194 per share on March 2, 2016, and R$0.0843 per share on March 15, 2016
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Cetip: Description of Valuation Methodologies Stated HereinUBS has performed a multi-approach valuation of Cetip's shares based on different criteria: discounted cash flow, volumeweighted average price, book value and selected trading multiples analysis¹
Description Relevance
VWAP
Average of the daily prices for Cetip weighted by the daily volumes
from November 3rd, 2014 to November 2nd, 2015 (1 year VWAP to FirstMaterial Fact)
from October 3rd, 2015 to November 2nd, 2015 (1 month VWAP to FirstMaterial Fact)
from November 3rd, 2015 to April 5th, 2016
Daily share price of Cetip calculated as average of the prices of each trade,weighted by the volume of traded shares
This methodology takes into account current market value of thecompany
represents market participants' view of overall value
given high liquidity of Cetip’s shares, the volume-weightedhistorical price of the shares is a reasonable view of thecompany's value by the market
Book Value Shareholders’ equity according to Cetip's balance sheet under IFRS as of
December 31st, 2015 divided by the total number of shares excluding treasuryshares
This methodology only takes into account historical accounting value
of the company
does not account for business and operating profile, excludinggrowth prospects, profitability and future return profile toshareholders
SelectedTradingMultiples
Median of price to earnings (P/E) and enterprise value to EBITDA (EV/EBITDA)multiples of selected comparable companies based on consensus analystestimates for 2016E and 2017E
Comparable companies chosen based on a number of factors includingbusiness mix, relative size and market position
Reflects the company's value based on the valuation of comparablecompanies, without taking into consideration all of the company-specific characteristics
Represents two of the most common valuation multiples forexchanges used by equity investors and research analysts
DiscountedCash Flow(DCF)
Analysis based on long term financial projections of the company
Calculated based on discounted unlevered cash flows to firm and as a stand-alone basis
No potential synergies arising from the transaction were considered
Reflects the best estimates of BM&FBovespa as to the expectedfuture financial performance of Cetip
Captures company's expected performance in the short, mediumand long term
Identifies key value creation factors and allows evaluation of thesensitivity to each of these factors
Projections may be affected by subjective considerations
Note:1 UBS based its analysis and valuation of Cetip exclusively with information publicly available to the market or directly provided by BM&FBovespa
Relevance = Very high = High = Moderate = Low = Very Low
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VWAP
Nov 3, 2014to
Nov 2, 2015
Oct 3, 2015to
Nov 2, 2015
Nov 3, 2015
toApr 5, 2016
Book Value
SelectedTrading
Multiples
EV / EBITDA
P / E
DCF R$41.33
R$37.26
R$35.82
R$6.53
R$38.24
R$34.29
R$33.26
R$45.45
R$40.97
R$39.39
0.00 10.00 20.00 30.00 40.00 50.00 60.00
Valuation Output for Cetip per Methodologies Herein
Valuation Approach
The valuation of Cetip shares herein is based on thefollowing methodologies:
Volume Weighted Average Price
from November 3, 2014 to November 2, 2015(1 year VWAP to First Material Fact)
from October 3, 2015 to November 2, 2015 (1month VWAP to First Material Fact)
from November 3, 2015 to April 5, 2016
Book value book value per share as of December 31, 2015
Selected Trading Multiples
indicative range of 2016E and 2017E EV /EBITDA and P / E trading multiples based onselected comparable companies1
Discounted Cash Flow
free cash flow to the firm and utilizing aperpetuity growth rate for terminal value post2025
A variety of relevant methodologies may be
appropriate. For purposes of this Valuation Report,DCF was adopted as the most relevant methodologygiven that it reflects BM&F's best estimates ofexpected future financial performance of Cetip
the valuations herein DO NOT reflect thepotential impact of transaction synergies,nor other transaction benefits ordisadvantages included in the transactionstructure
Note:1 Includes ASX Limited, Bolsa y Mercados Espanoles, Bolsa Mexicana de Valores, Bursa Malaysia, Deutsche Boerse, Intercontinental Exchange, Singapore Exchange and TMX Group
Valuation Output for Cetip Share Price (R$ per share)
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BM&FBovespa: Description of Valuation Methodologies Stated Herein
UBS has performed a multi-approach valuation of BM&FBovespa's shares based on different criteria: volume weightedaverage price, book value and selected trading multiples analysis
Description Relevance
VWAP
Average of the daily prices for BM&FBovespa weighted by the daily volumes
from November 3rd, 2014 to November 2nd, 2015 (1 year VWAP to First MaterialFact)
from October 3rd, 2015 to November 2nd, 2015 (1 month VWAP to First MaterialFact)
from November 3rd, 2015 to April 5th, 2016
Daily share price of BM&FBovespa calculated as average of the prices of each trade,weighted by the volume of traded shares
This methodology takes into account the market value of the company
represents market participants view of overall value
given high liquidity of BM&FBovespa's shares, the volume-weightedhistorical price of the shares is a reasonable view of the company's valueby the market
Stock consideration for the transaction will be paid with liquid shares
BM&FBovespa is the 6th most liquid stock¹ in Brazilian market with a highlydispersed shareholder base
VWAP captures market's best view of fair value and it's less a biasedmethodology because company is a true corporation
Based on the Reference Exchange Ratio, the largest shareholder of Cetip willown 1.4%² of the combined company that represents 1.1 days of trading1,2
Book Value Shareholders’ equity according to BM&FBovespa's balance sheet under IFRS as of
December 31st, 2015 divided by the total number of shares excluding treasury shares
This methodology only takes into account historical accounting value of thecompany
does not account for the business and operating profile, excludinggrowth prospects, profitability and future return profile to shareholders
SelectedTradingMultiples
Median of price to earnings (P/E) and enterprise value to EBITDA (EV/EBITDA) multiplesof selected comparable companies based on consensus analyst estimates for 2016E and2017E
Comparable companies chosen based on a number of factors including business mix,relative size and market position
Reflects the company's value based on the valuation of comparablecompanies, without taking into consideration all of the company-specificcharacteristics
Represents two of the most common valuation multiples for exchanges usedby equity investors and research analysts
Relevance = Very high = High = Moderate = Low = Very Low
Note:1 Considering average daily volume traded in number of shares (from April 5, 2015 to April 5, 2016)2 ICE stake as of as of March 18th, 2016 (last update of Cetip's website)3 The percentage to be received in cash will not be inferior to 62.7%4 This Valuation Report does not contain all of the information required to make a determinat ion on the appropriateness, valuat ion nor structure of the Transaction and does not purport to convey a
recommendation with respect to pursuing or not the Transaction
• A variety of relevant methodologies may be appropriate. For purposes of this Valuation Report, Volume Weighted Average Price was adopted as the most relevant methodology
given the transaction structure and that the company is highly traded and well covered by the market and research• The adoption of same assessment criteria for both companies is only legally required in the case of transactions between related parties, which is justified because of the concern on
the reciprocal treatment of non-controlling shareholders of the companies involved
• From the technical point of view (a) BM&FBovespa was evaluated by the VWAP methodology and not by DCF due to the significant portion to be paid in cash³ to Cetip'sshareholders, in addition to the fact that such shares will be delivered at market value and could be sold at any time; and (b) the exclusively valuation of Cetip using the discount cashflow method is justified because, with the conclusion of the Transaction, BM&FBovespa's shareholders will become holders of the totality of Cetip's shares, from what arises theneed to also know the future cash flows to be generated by a business that will be fully integrated to Bovespa
Considerations on BM&FBovespa Valuation Approach4
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VWAP
Nov 3, 2014to
Nov 2, 2015
Oct 3, 2015to
Nov 2, 2015
Nov 3, 2015
toApr 5, 2016
Book Value
SelectedTrading
Multiples
EV / EBITDA
P / E R$15.43
R$9.18
R$10.30
R$12.52
R$11.67
R$10.73
R$16.97
R$10.09
5.00 8.00 11.00 14.00 17.00 20.00
Note:1 Includes ASX Limited, Bolsa y Mercados Espanoles, Bolsa Mexicana de Valores, Bursa Malaysia, CBOE Holdings, CME Group, Deutsche Boerse, Intercontinental Exchange, Nasdaq, Singapore Exchange and
TMX Group
Valuation Output for BM&FBovespa per Methodologies Herein
Valuation Approach
The valuation of BM&FBovepa shares is based on thefollowing methodologies:
Volume Weighted Average Price
from November 3, 2014 to November 2, 2015(1 year VWAP to First Material Fact)
from October 3, 2015 to November 2, 2015 (1month VWAP to First Material Fact)
from November 3, 2015 to April 5, 2016
Book value
book value per share as of December 31, 2015
Selected Trading Multiples
indicative range of 2016E and 2017E EV /EBITDA and P / E trading multiples based onselected comparable companies1
A variety of relevant methodologies may beappropriate. For purposes of this Valuation Report,
Volume Weighted Average Price was adopted as themost relevant methodology given the transactionstructure and that the company is highly traded andwell covered by the market and research
Valuation Output for BM&FBovespa Share Price (R$ per share)
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UBS Information and Declarations
Section 2
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Information Regarding UBSUBS is a global Investment Banking platform with offices in more than 50 countries, over 50 years of experience in Brazil and150 years worldwide
Relevant ExperienceUBS has significant experience advising large companies in Brazil and globally. Among the recent transactions performed in the financial industry in Brazil,we highlight:
Among the recent transactions performed in the financial industry worldwide, we highlight:
Internal approval process
UBS's internal valuation committee reviewed the analysis performed by the project team. The committee is formed by professionals with experience inM&A and financial advisory. This committee has met with the project team and discussed the main assumptions and aspects related to the valuationmethodologies presented in the Valuation Report and approved its release
Recent UBS Experience with Exchanges / FinTech Transactions
July 2015€599 million
Joint Global CoordinatorInitial Public Offering
September 2013Undisclosed
Minority Investment in ACE Portal
April 2015$361 million
Joint BookrunnerInitial Public Offering
September 2013US$750 million
Joint Bookrunner30-year Fixed Rate Senior Note Offering
May 2014US$1.5 billion
Joint Active Bookrunner
Initial Public Offering
June 2013A$553 million
Sole lead manager and underwriter on EquityOffering
February 2013$500 million
Joint BookrunnerInitial Public Offering
Recent UBS Brazil Experience with Transactions Involving Companies in the Financial Sector
February 2010US$600 million
Sole Financial Advisor Commercial and DirectInvestment into CME
October 2009US$447 million
Joint Global Coordinator and BookrunnerInitial Public Offering
Pending~US$3 billion
Global Coordinator and Financial Advisor IPO
April 2013US$5.1 bn
Joint Lead ManagerIPO
March 2016€27 billion
Financial Advisor to London Stock Exchange on itsmerger with Deutsche Börse
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Information Regarding UBS
Source: UBS CCS
Experience in transactions involving Brazilian listed companies in the last 4 years
Company Date
December 2015
February 2015
April 2014
October 2012
August 2012
June 2012
January 2012
Transaction Value
US$187 million
US$3.5 billion
US$6.5 billion
US$120 million
Undisclosed
US$880 million
US$215 million
Transaction Description
Financial advisor to SALIC (Saudi Agricultural andLivestock Investment Company) in a private capitalincrease in Minerva SA
Financial Adviser to British American Tobacco to acquirethe remaining stake in Souza Cruz following delistingprocess from the Brazilian Stock Exchange
Financial adviser and fairness opinion provider toSantander Group on its voluntary offer to acquire theminority interests in Santander Brasil
Financial Advisor to Camargo Corrêa SA to acquire theremaining stake in CCDI following delisting process fromthe Brazilian Stock Exchange
Advised Casino in the change of control of Grupo Pão de
Açúcar
Advisor to Alphaville Urbanismo S.A. on the sale ofAlphaville Participações S.A. to Gafisa
Advisor to the Independent Committee of CCR on theacquisition of three airports located in Costa Rica,Curaçao and Ecuador
http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwj_iqjZ9OHLAhXkvIMKHeeyCFoQjRwIBw&url=http://maisculturaenoticias.blogspot.com/2013/09/abilio-diniz-deixa-o-grupo-pao-de-acucar.html&bvm=bv.117868183,d.eWE&psig=AFQjCNHOg8QGzk8xHKgEQ1U_fV85wslb7A&ust=1459204005989249https://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwiEq6Sf9OHLAhUhl4MKHcY8CE0QjRwIBw&url=https://en.wikipedia.org/wiki/British_American_Tobacco&bvm=bv.117868183,d.eWE&psig=AFQjCNHlqGu1HyFOZplxWGRPIoVO1N-EGg&ust=1459203889236932http://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&ved=0ahUKEwj86aHn8-HLAhVD6CYKHWOeAUAQjRwIBw&url=http://centraldefestas.com/wordpress/?page_id%3D546&psig=AFQjCNFddCY_WiU-fVciapi6F5eHUMzp6Q&ust=1459203768606202
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UBS Team Responsible for the Valuation Report
Vik Hebatpuria
Managing Director — Head of Financial Technology & Services, Americas
• Vik Hebatpuria is Head of Financial Technology & Services, Americas. Prior to joining UBS in 2013, Mr.Hebatpuria was a senior banker in the Financial Institutions Group at Credit Suisse, focusing on financialtechnology and insurance brokerage. Before joining Credit Suisse, Mr. Hebatpuria spent 5 years as a VicePresident at Marsh & McLennan developing risk management solutions related to mergers and acquisitions
• He has worked on transactions such as: the $9.1bn sale of SunGard to Fidelity National Information Services, the€599mm IPO of Flow Traders, the $1.1bn refinancing for AlixPartners, the $361mm IPO of Virtu Financial, the$1.3bn IPO of Markit, the $1.1bn refinancing for ION Trading, the $13.5bn acquisition of BGI by BlackRock,several financings for Virtu Financial, the $300mm dividend recap for BATS Global Markets and many others
• Mr. Hebatpuria received his MBA from the Stern School of Business at New York University, an MS inEnvironmental Engineering from the University of Cincinnati and a B.S. in Civil Engineering from VJTI, Universityof Bombay
Jose Luis Martinez
Managing Director — Head of LatAm M&A
• Jose Luis Martinez is Head of UBS‘s Latin America M&A practice. Mr. Martinez joined UBS in 2016 after 20 yearsat J.P. Morgan and predecessor Bear Stearns, where he held a number of senior roles , including ManagingDirector and Head of Latin America Investment Banking at Bear Stearns from 2005 – 2008, and several regionaland industry leadership positions at JP Morgan between 2008 and 2016, including Head of Latin America Power& Utilities
• Mr. Martinez has executed over 100 transactions, including more than US$150 billion in mergers andacquisitions as well as billions in fixed income and equity financings
• Mr. Martinez is fluent in Spanish and Portuguese. He obtained a Bachelor of Science in Business Administrationdegree with distinction from the University of North Carolina at Chapel Hill, and an MBA with distinction fromthe Kellogg Graduate School of Management - Northwestern University
Daniel Bassan
Managing Director — Brazil
• Daniel Bassan joined UBS in March 2016 as Managing Director after 5 years as Managing Director at CreditSuisse. He was resposible for the coverage of Real Estate, TMT, Metals and Mining, Financial Sponsors andEducation. Previously he worked at BTG Pactual for 11 years
• Daniel has participated in many different transactions in M&A, equity and debt issuances and restructurings. Hismost relevant transactions include financial advisory for Vivendi in the sale of its subsidiary GVT to Telefonica,sale of IBMEC group to DeVry Education Group, Sale of Tijuca shopping Mall, Multiplan IPO, Even IPO and manyothers
• He graduated in Civil Engineering from Pontifícia Universidade Católica Rio de Janeiro and is fluent in Portugueseand English
Eugene Kim
Executive Director — Americas M&A
• Eugene Kim joined UBS in 2006, and has over 10 years of investment banking experience. Eugene has advisedon transactions across a variety of industries, including the Financial Institutions, Real Estate, Telecom, andTechnology sectors
• Mr. Kim has worked on transactions such as: the €21.2bn sale of Visa Europe to Visa Inc, Equifax's $1.9bnacquisition of Veda Group, Sprint's US$21.6bn sale of control to Softbank, Leucadia National Corp. ’s $3.8bnstock-for-stock merger with Jefferies Group
• Eugene graduated from the Wharton School at the University of Pennsylvania with concentrations in Accountingand Finance
Gaurav Mehta
Director — Financial Technology & Services
• Gaurav Mehta is a Director in UBS's Financial Institutions Group specializing in Financial Technology & Services
• Prior to joining UBS, Mr. Mehta was a Vice President in the Financial Institutions Group at Credit Suisse focusingon financial technology and specialty finance. Previously, Mr. Mehta spent five years as an Associate at Bank ofAmerica and as a consultant with a focus on the financial services sector companies
• Mr. Mehta has worked on transactions such as: the €21.2bn sale of Visa Europe to Visa Inc., the $16.2bnacquisition of Alico by Metlife, Equifax's $1.9bn acquisition of Veda Group, the $1.3bn IPO of Markit, the$1.1bn refinancing for AlixPartners, the $923mm IPO of Air Lease, the $670mm LBO of Duff & Phelps by Carlyleand many others
• Mr. Mehta received his MBA from the Stern School of Business at New York University and a Bachelor inTechnology in Electrical Engineering from Indian Institute of Technology Delhi
André Laloni
Managing Director — Head of CCS Brazil and Southern Cone
• André Laloni joined UBS Investment Bank as Managing Director and Head of Brazil & Southern Cone for CCSbased in São Paulo. André was most recently Head of Corporate Finance for Barclays in Brazil, where he'sworked since 2009. Prior to joining Barclays, he held coverage roles at Goldman Sachs and Unibanco in Brazil,and similar roles at UBS in New York
• His relevant advisory transactions include: Oi on five consecutive M&A divestiture assignments in the last 18months totaling ~$1.7bn, Vale on its sale of selected assets in Chile, Group 1 Automotive in its $200mmacquisition of UAB Motors, Oi on its $17.2bn corporate restructuring, Intercement in the acquisition of theremaining 67% it did not own in Cimpor ($5.4bn) and many others
• André holds an MBA from University of Virginia, a degree in Mechanical Engineering from the Unicamp-Universidade de Campinas. He is fluent in Portuguese and English
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UBS Team Responsible for the Valuation Report
Anderson Brito
Director — Brazil
• Anderson Brito is a Director of UBS Investment Bank in Brazil. Prior to joining UBS in January 2011, he worked inthe Americas M&A Group at Standard Bank in 2010. Prior to this position he worked at the business consultingfirm Bain & Company from 2008 to 2010 as Associate Consultant
• Mr. Brito has executed over 30 transactions, including more than R$75 billion in merger and acquisitions andcapital markets
• Anderson holds a Bachelor of Science in Aeronautical Infrastructure Engineering from Instituto Tecnológico deAeronáutica (ITA). He is fluent in Portuguese and English
Bradford Lo Gatto
Associate Director — Financial Technology & Services
• Bradford Lo Gatto is an Associate Director in UBS’s Financial Institutions group specializing in FinancialTechnology & Services
• Prior to joining UBS, Mr. Lo Gatto spent 7 years on the buy-side as a portfolio manager and research analyst. Hehas worked on transactions including: the €21.2bn sale of Visa Europe to Visa Inc., and the $361mm IPO ofVirtu Financial
• Mr. Lo Gatto received his MBA with distinction from the Johnson Graduate School of Management at CornellUniversity and a Bachelor of Arts in Economics from Cornell University. He has also earned the right to use theCFA designation
Bruno Davila
Analyst — Brazil
• Bruno Davila joined UBS Investment Bank in 2013. He works in the São Paulo office as an analyst in investmentbanking
• His relevant transaction experience includes: Financial Advisor to SALIC on its US$187 million investment inMinerva, Financial Advisor to Grupo Colombo on the merger with GGAC
• Bruno holds Bachelor of Business Administration from Fundação Getulio Vargas FGV—EAESP
Mikhail Neto
Analyst — Brazil
• Mikhail Neto joined UBS Investment Bank in 2015. He works in the São Paulo office as an analyst in investmentbanking. Prior to joining UBS, Mikhail worked at Hyundai Glovis in the Seoul office
• His relevant transaction experience includes: Financial Advisor to SALIC on its US$187 million investment inMinerva
• Mikhail graduated in Industrial Engineering from Universidade Federal de São Carlos (UFSCar)
UBS Brasil Serviços de Assessoria Financeira Ltda.
Anderson Brito Bruno DavilaVik Hebatpuria Daniel BassanJose Luis Martinez Eugene KimAndré Laloni
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UBS Declarations
In accordance with the provision set forth in Annex III of Rule No. 361 of the Brazilian Securities and Exchange Commission ("CVM" and"CVM Rule 361", respectively), UBS declares that:
as of March 28, 2016 UBS, its parent company and related parties, held under its discretionary management 5,271,408 shares issued byBM&FBovespa SA - Bolsa de Valores Mercadorias e Futuros and 1,575,302 shares issued by CETIP SA - Mercados Organizados
it does not have any commercial or credit information of any kind that can impact the Valuation Report
does not have any conflict of interest that can reduce the independency required for the performance of its functions
in the last 12-month period until the present date, UBS has received no remuneration from either BM&FBovespa or from Cetip (notconsidering the compensation to be received due to the issuance of this Valuation Report)
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Section 3
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Section 3.A
Company and Sector Overview
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Registration9%
Custody28%
Monthly Fee14%
Auto FinancingUnit31%
Transaction Fee11%
Others7%
Cetip—Company OverviewCetip is Latin America’s largest depositary of private fixed income securities and Brazil’s largest private asset clearinghouse
2015 Gross Revenues Breakdown
Established in 1984 as a not-for-profit by the participants of theBrazilian private fixed income market, with the support of theCentral Bank
Became a public company in 2009; its shares are traded onBM&FBovespa under ticker symbol CTIP3; part of the Ibovespa andIBrX-50 Index
Today, Cetip operates in two distinct businesses: – the Securities Unit is Brazil’s leader in the registration,
custody, and settlement of private fixed income securities – the Financing Unit offers an electronic system for the entry of
financial restrictions related to vehicle financing transactionswith local DMVs (Sircof), covering all of such registrations inBrazil and the custody of such information (SNG)
Intercontinetal Exchange, Inc. ("ICE") purchased 12% stake fromAdvent International for US$512mm on July 24 th, 2011
Presentation of Cetip Activities
Ownership Structure1
Others ICE
Board and
Management
88% 12% < 1%
1984
Cetip is established as a not-for-profit organization
1988
Agreement with Anbima to operateSND (National System ofDebentures)
2008
Demutualization process: creationof Cetip S.A.
2009
Advent becomes a shareholder witha 32% stake
IPO and listing at Novo Mercado ofBMF Bovespa
2011
Cetip’ s brand repositioning
ICE becomes a shareholder with12.4% stake (from Advent)
2010
Acquisition of the Financing Unit(GRV Solutions) financed by thecompany’s first issuance ofdebentures
2012
Cetip’s shares are included in theIBOVESPA and IBrX-50 indexes
2013
Amendment of the company’sbylaws, seeking to improve Cetip’s
corporate governance
Launching, in partnership with FNC,of the real estate appraisal platform
2015
Cetip Trader becomes Bacen’sdealer platform (Brazilian CentralBank)
Source: Company materials, CVM
Note:1 As of March 18th, 2016
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36% 36%35% 31%
20%21%
23% 28%15%15%
15%14%
11%11%
10%9%
10%
10%
10%11%
8%
8%
7%
7%
917
1,076
1,2221,376
2012A 2013A 2014A 2015AAuto financing unit Custody Monthly fee Registration Transaction Others
Net Revenues (R$mm)Gross Revenues (R$mm) and Gross Revenues Breakdown
Cetip—Financial Highlights
Source: Company filingsNote:1 Excludes equity in the results of associate
Net Income (R$mm)EBITDA1 (R$mm) and EBITDA Margin Net Debt (R$mm¹) and Net Debt/EBITDA
791909
1,0161,125
2012A 2013A 2014A 2015A
550632
699770
69.5% 69.6% 68.8% 68.4%
2012A 2013A 2014A 2015A
275361
427498
2012A 2013A 2014A 2015A
416
261199
498
0.8x
0.4x
0.3x
0.6x
2012A 2013A 2014A 2015A
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Cetip—Historical Financial Analysis
Balance Sheet—Assets
Fiscal year ended in December 31st
R$mm 2012A 2013A 2014A 2015A
Current 399 505 741 1,008
Cash and cash equivalents 0 0 1 2
Financial investments - available and restricted 295 382 590 802
Accounts receivable 81 93 107 118
Recoverable taxes and contributions 17 17 17 64
Other receivables 3 7 18 15
Prepaid expenses 3 6 8 7
Non-current 2,192 2,231 2,258 2,489
Long-term receivables 77 86 136 374
Financial investments - available and restricted 73 80 128 249
Derivatives — — — 121
Judicial deposits 0 0 0 0
Prepaid expenses 3 4 6 3
Other receivables 0 2 2 2
Investments 6 5 6 7
Investment in associate 5 4 5 6
Other investments 1 1 1 1
Property and equipment 41 41 50 48
Intangible assets¹ 2,069 2,098 2,066 2,061
Total assets 2,591 2,736 2,999 3,497
Source: Company fillings, CVM
Notes:1 Intangible assets are composed mostly by goodwill and contractual relations2 Includes R$83 million of additional dividends proposed
Balance Sheet—Liabilities and Equity
Fiscal year ended in December 31st
R$mm 2012A 2013A 2014A 2015A
Current 375 337 240 340
Suppliers 18 26 23 54
Labor obligations and social charges 37 48 57 68
Taxes payable 11 13 15 18
Income tax and social contribution 1 1 2 8
Dividends and interest on own capital payable 25 46 80 110
Purchase price—deferred payments 215 — — —
Debentures issued 66 156 17 21
Loans and finance lease obligations 3 4 3 7
Derivatives — — — 12
Deferred revenues — 44 43 40
Other liabilities 0 0 0 0
Non- current 789 709 1,012 1,461
Suppliers — 4 2 8
Deferred income tax and social contribution 143 176 196 136
Provision for contingencies and legalobligations
3 3 5 6
Debentures issued 629 475 498 499
Loans and finance lease obligations 13 9 271 775
Deferred revenues — 42 41 37
Shareholders’ equity 1,428 1,690 1,746 1,6962
Total liabilities and shareholders' equity 2,591 2,736 2,999 3,497
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Cetip—Historical Financial Analysis
Source: Company fillings, CVM
Note:1 Excludes equity in the results of associate
Profit & Loss
Fiscal year ended in December 31st
R$mm 2012A 2013A 2014A 2015A '12—'15 CAGRNet revenue from services 791 909 1,016 1,125 12.5%
Revenue growth — 14.9% 11.8% 10.7%
(Operating expenses)/other operating income (308) (352) (400) (448) 13.3%
Margin (38.9%) (38.7%) (39.4%) (39.8%)
Personnel expenses (118) (139) (164) (184)
Share-based remuneration with no cash disbursement (26) (20) (16) (20)
Depreciation and amortization (67) (76) (83) (93)
Outsourced services (63) (75) (87) (100)
General and administrative expenses (32) (36) (41) (40)
Equipment and systems rental (1) (2) (3) (3)
Board members' compensation (2) (2) (2) (2)
Taxes and fees (1) (1) (2) (1)
Other operating expenses (1) (1) (2) (5)
Other operating income 1 0 1 0
Equity in the results of associate 0 0 1 1
(=) EBIT 483 557 616 677
(+) Depreciation and Amortization 67 76 83 93
(=) EBITDA1 550 632 699 770 11.9%
Margin 69.5% 69.6% 68.8% 68.4%
Financial result (96) (44) (59) (111) 5.0%
Financial income 39 34 59 294 96.1%Financial expenses (135) (77) (118) (406) 44.3%
Income before taxation 387 513 558 567 13.6%
Income tax and social contribution (112) (152) (131) (70) (14.5%)
Current (51) (90) (111) (130)
Deferred (61) (61) (20) 60
Net income for the period 275 361 427 498 21.9%
Net income margin 34.8% 39.7% 42.0% 44.3%
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Credit Expansion (R$ bn and % of GDP)Credit Growth (YoY Growth)
OTC Derivatives Volume Outstanding (R$ bn)Fixed Income Volume Outstanding (R$ bn)
Brazil fixed incomeinstruments and OTCderivatives grew at aCAGR 2010-'15 of 9.4% and36.9%, respectively
Credit volume grew at a
CAGR 2010-'15 of 14.7%,but at a lower pace than inthe previous years
Cetip—Sector Overview
30.7%
15.1%
20.6% 18.8%16.4%
14.7%
11.3%
6.7%
2008 2009 2010 2011 2012 2013 2014 2015
1,2341,421
1,7312,034
2,368
2,7153,018
3,218
35.1%
40.5%
45.4%49.1%
53.7% 52.6%54.7% 54.3%
2008 2009 2010 2011 2012 2013 2014 2015
Source: Brazilian Central Bank, Cetip
29% 29% 33% 33%
34% 36%12%
12%
15%16%
16%17%
30% 23%
19%16%
13%11%
21% 23%18%
17%15%
11%
1%5%
7%8%
8%9%
7%
8%8%
11%14%
15%
2,828
3,1823,454
3,769
4,1334,435
2010 2011 2012 2013 2014 2015Investment Fund Debentures CDB
DI Letra Financeira Other
70%69% 74%
70%
58%
46%22%
25%
21%22% 29%
22%
8%
6%
5%
8%13%
32%
427584
848
1,0341,117
2,054
2010 2011 2012 2013 2014 2015
Swap Forward Contracts Other Derivatives
Brazilian Fixed Income, Derivatives and Credit Overview
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Vehicle Acquisition Loans—Total Outstanding(R$ bn)
Vehicle Acquisition Loans—Total Outstanding('000)In the automotive sector,
acquisition loans havebeen decreasing since2008 in number ofvehicles, but increased involume of loans at a CAGR2008-15 of 9.8%
In Brazil, mortgages grewat a CAGR 2008-15 of35.4%
Cetip—Sector Overview
Population Debt by Credit Type (%)Mortgages for Individuals—Total Outstanding(R$ bn and % of GDP)
6084
131189
255
341
432
500
2.0%2.6%
3.5%4.6%
5.8%
7.0%7.8%
8.4%
2008 2009 2010 2011 2012 2013 2014 2015
Source: Brazilian Central Bank, Sistema Nacional de Gravames, Fenabrave
3,489 3,2693,937 3,870 3,590 3,517 3,160
2,339
4,461
3,541
3,920 3,8153,359 3,241
3,233
2,973
7,950
6,810
7,857 7,685
6,949 6,7586,393
5,312
2008 2009 2010 2011 2012 2013 2014 2015
New Vehicles Used Vehicles
89.5%89.7%
90.9%
89.7%89.6% 89.9% 90.7%
90.7%10.5%
10.3%
9.1%
10.3%
10.4% 10.1%9.3%
9.3%
92105
154
198
216 213203
177
2008 2009 2010 2011 2012 2013 2014 2015Personal Loans Corporate Loans
84
82
76
75
74
58
50
24
1
2
3
12
3
6
8
24
4
2
1
6
2
23
4
11
14
20
7
21
36
19
48
Mortgages Auto Credit Card Others
Brazilian Automotive and Real Estate Financing Overview
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Cetip
Section 3.B
Valuation
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Valuation by Volume Weighted Average Price (1/2)VWAP for the last 12 months prior to the First Material Fact is R$33.26 and R$38.24 from the First Material Fact to April 5th,2016
Source: Bloomberg as of April 5, 2016
Historical VWAP Price of Cetip Prior to the First Material Fact(from November 3 rd , 2014 to November 2 nd , 2015) Historical VWAP Price of Cetip Since the First Material Fact(from November 3 rd , 2015 to April 5 th , 2016)
33.99
33.26
0.0
2.0
4.0
6.0
8.0
10.0
12.0
0.00
10.00
20.00
30.00
40.00
50.00
Nov-14 Jan-15 Mar-15 Jun-15 Aug-15 Oct-15
V o l u m e ( m m )
P r i c e V W A P ( R $ )
Volume Price VWAP (R$) VWAP
Material Fact Releasedon November 3rd, 2015
November 13th, 2015NBO Date
February 19th, 2016BO Date
March 2nd, 2016Declined BO
December 3rd, 2015Declined NBO
40.41
38.24
0.0
2.0
4.0
6.0
8.0
10.0
12.0
0.00
10.00
20.00
30.00
40.00
50.00
Nov-15 Dec-15 Feb-16 Apr-16
V o l u m e ( m m )
P r i c e V W A P ( R $ )
Volume Price VWAP (R$) VWAP
NBO: Non-Binding OfferBO: Binding Offer
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Valuation by Volume Weighted Average Price (2/2)VWAP for the periods of 1, 30, 60, 90, 180 trading days and 1 year before the First Material Fact and for the period since thedate of the First Material Fact until April 5th, 2016
Source: Bloomberg as of April 5, 2016
Price VWAP (R$)
Trading Days Prior to the First Material Fact Release Weighted by Trading Volume
1 33.99
30 33.73
60 33.31
90 33.91
180 33.44
12 months (from November 3rd, 2014 to November 2nd, 2015) 33.26
Since the First Material Fact (from November 3rd, 2015 to April 5th, 2016) 38.24
Summary of VWAP for Selected Periods
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Valuation by Shareholders' Equity Book Value
Source: Company filings
R$ million, unless otherwise indicated As of December 31st, 2015
Total Assets 3,497
Total Liabilities 1,801
Shareholders' Equity 1,696
Outstanding Shares (mm) 260
Common Shares 263
Treasury Shares 3
Equity Book Value per Share (R$) 6.531
Note:1 Shareholders' Equity / Outstanding Shares
Equity Book Value per Share
Equity book value per share is R$6.53 for Cetip, as of December 31st, 2015
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Cetip—Selected Trading Multiples Methodology
UBS has used the trading multiples valuation approach in order to estimate the economic value of Cetip
Selected Trading Multiples is a relative valuation method which estimates the value of a company using ratios of market valuation to financial metrics ofsimilar publicly traded companies; traditional trading multiples include P/E and EV/EBITDA
Trading multiples of Cetip’s comparable companies were calculated based on the EBITDA and net income forecasts from market analysts for the years
2016 and 2017, and applied over the EBITDA and net income forecasts for Cetip over the same years, given that forecasts from market analysts aregenerally limited to two years
Selected comparable companies are international exchanges sharing several aspects in common with Cetip, including the following1:
• business model
• revenue mix
• product and service offerings
• size and scale of operations
• monopolistic position within its home country in certain market segments the comparable company operates in
• emerging market exposure
Selected Trading Comparables
Note:
1 Not every aspect applicable for each selected comparable company. See Appendix A for more details on selection of comparable companies
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Cetip—Selected Trading Multiples¹
Market Value(R$bn)
EV/EBITDA Price / EPS
HeadquartersApril 5, 2016
Price (R$)Enterprise Value
(R$bn)CY'16E
(x)CY'17E
(x)CY'16E
(x)CY'17E
(x)
United States 869.83 104.7 129.5 12.5 11.4 16.8 15.1
Germany 302.75 56.2 64.6 11.0 10.1 15.9 14.1
Austral ia 114.43 22.2 19.3 12.0 11.6 18.8 18.1
Singapore 21.02 21.8 20.4 15.5 14.4 22.7 21.1
Spain 113.25 9.5 8.6 8.7 8.8 13.0 13.3
Canada 128.38 7.0 9.6 10.2 9.6 12.6 11.4
Malaysia 8.19 4.4 4.3 14.8 13.9 22.4 21.0
Mexico 5.73 3.6 3.3 10.9 9.9 18.5 16.5
Mean 11.9 11.2 17.6 16.3
Median 11.5 10.7 17.6 15.8
Min 8.7 8.8 12.6 11.4
Max 15.5 14.4 22.7 21.1
Source: FactSet as of April 5, 2016
Note:1 R$ / US$ exchange rate of 3.67 as of April 5, 2016, fully diluted shares using treasury stock method
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Cetip Valuation Based on Selected Trading Multiples
Min. Range Max. Range
(R$ mm) CY'16E CY'17E Mid-Point ("MP") MP-4.75% MP+4.75%
EV/EBITDA Multiple (sample median) 11.5x 10.7x
EBITDA (consensus)¹ 871 981
Implied Enterprise Value 10,034 10,519 10,277 9,789 10,765
(-) Net Debt 443 443
(-) Minorities - -
Implied Equity Value 9,592 10,076 9,834 9,367 10,301
Total Shares Outstanding (mm)2 261 261
Share Price (R$) 36.68 38.54 37.61 35.82 39.39
Min. Range Max. Range
(R$ mm) CY'16E CY'17E Mid-Point ("MP") MP-4.75% MP+4.75%
P/E Multiple (sample median) 17.6x 15.8x
Net Income (consensus)¹ 577 651
Implied Equity Value 10,173 10,282 10,228 9,742 10,714
Total Shares Outstanding (mm)2 261 261
Share Price (R$) 38.91 39.32 39.11 37.26 40.97
EV / EBITDA Analysis
Price to Earnings Analysis
Source: FactSet, Research reports
Note:1 FactSet (as of April 5, 2016)2 Fully diluted shares using treasury stock method
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Cetip’s Revenues Assumptions
Gross Revenues(by segment)
Securities Segment
Registration
– fixed income security registration product long-term volume growth rate of approximately 10% - 14%, pricing fixed at 2015 levels
– derivatives security registration product long-term volume growth rate of approximately 10% - 14%, pricing fixed at 2015 levels Custody
– debentures, bank funding instruments, OTC contracts, structured notes and other securities custody product with a long-termvolume growth of ~10% and maintenance of the registration fee (bps), pricing fixed at 2015 levels
– end users: monthly fee per user adjusted by Broad National Consumer Price Index ("IPCA") and number of users with a long-term growth rate of approximately 8% - 9%
Transactions: cost per transaction adjusted by 50% of IPCA and number of transactions with a long-term growth rate of ~10%
Monthly utilization: average cost adjusted by IPCA and average number of users with a long-term growth rate of ~2%
Others1: long-term growth rate of ~10%
New projects: launch of an integrated trading platform focused on government and corporate bonds and bank securities targetingan increase of market share from current 13% (Cetip Trader) to 20% — to be fully operational in 2020
Financing Segment
SNG (Communication of liens to DMV): Average ticket adjusted by IPCA and number of financed vehicles with a long-term growthrate of approximately 2% to 3%
Sircof (Registration of vehicle financing contracts): % of financed vehicles registered kept constant, pricing fixed at 2015 levels andaverage ticket adjusted by IPCA
Market data and solution development: long-term growth rate of ~9%
New projects:
– electronic appraisal: report for used cars targeting a market share of 75% (total numbers of used cars financed in 2018) — tobe fully operational in 2020
– electronic formalization: electronic information flow for vehicle financing targeting a market share of 40% (total numbers of
used cars financed in 2018) — to be fully operational in 2020 Real estate appraisal:
– services of real estate appraisal with average fee of R$125.00 (base 2016) per unit adjusted by IPCA
– price already net of costs associated with this service
– total number of financed units of 450 thousand (base 2016) with 2% CAGR ('16–'25) and Cetip market share of 62.5% in2016, 70% in 2017–2019 and 80% from 2020 onwards
Taxes and RevenueDeductions
17.4% of the gross revenue (realized in the 2015)
Assumes 3 p.p reduction in the Securities segment deductions from 2017 onwards
Source: BM&FBovespa Management
Note:1 Other revenue are derived primarily from services rendered to Interbank Payments Chamber for processing interbank financial transfers. The Company has been engaged by CIP to process electronic
cash transfers as well as to handle the financial settlement of credit documents and collection slips
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Cetip—Expenses and Other Assumptions
Source: BM&FBovespa Management
Note:1 Before adjustment for interest on own capital payment, an alternat ive to making dividend payments to shareholders
Expenses
Adjusted by IPCA + 2% Expenses with personnel, share option plan (SOP), auditors’, consultants and legal fees, board compensation, general and
administrative expenses, support and maintenance of systems, equipment expenses and rent
Adjusted by IPCA
Maintenance and cleaning of facilities, maintenance of machinery and equipment, reception, security and surveillance, mediarelations, marketing, recruitment, other operating expenses and other operating income
Estimated as % of Revenues
Taxes and fees, regulatory costs, registration costs and other services
All based on the % of 9M15. Adjustments in regulatory costs and registration costs in order to reflect the change in the acco untingof the contract system in São Paulo as of 2Q'15
Working Capital Considers no change in net working capital
Taxes 34% of adjusted results before taxes1
Capex Maintained at approximately 6% of net revenues, based on the average capex as % of net revenues in the prior 4 years
One-off capex increase in 2016 due to new projects expected to start in 2020
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Historical Projected CAGR (%)
(R$mm) 2012 2013 2014 2015 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025E '12 - '15 '16E - '25E
Net Revenues 791 909 1,016 1,125 1,267 1,437 1,584 1,743 2,197 2,410 2,638 2,888 3,162 3,539 12.5% 12.1%
EBITDA1 550 632 699 770 881 1,021 1,136 1,262 1,607 1,779 1,965 2,171 2,397 2,704 11.4% 13.3%
% Margin 69.5% 69.6% 68.8% 68.4% 69.6% 71.0% 71.7% 72.4% 73.1% 73.8% 74.5% 75.2% 75.8% 76.4%
Less: Depreciation &Amortization
(67) (76) (83) (93) (104) (118) (97) (107) (134) (147) (161) (177) (193) (216)
EBIT 483 557 616 678 777 902 1,039 1,156 1,472 1,631 1,804 1,994 2,204 2,488 11.4% 13.8%
Financial Revenues andExpenses
(96) (44) (59) (111) (76) (34) 18 61 111 175 248 330 424 530
EBT 387 513 558 567 701 868 1,057 1,217 1,583 1,806 2,052 2,324 2,627 3,018 12.8% 17.6%
Less: Taxes (112) (152) (131) (70) (202) (253) (310) (355) (469) (531) (599) (674) (756) (866)
Net Income 275 361 427 498 499 615 747 862 1,114 1,275 1,453 1,651 1,871 2,152 20.7% 17.6%
Cetip—Financial Summary
Source: BM&FBovespa Management
Note:1 Historical data excludes equity in the results of associate
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Cetip—Discounted Cash Flow
Calendar Year Ended December 31,
(R$mm, unless noted) 2016E 2017E 2018E 2019E 2020E 2021E 2022E 2023E 2024E 2025ECetip EBITDA 881 1,021 1,136 1,262 1,607 1,779 1,965 2,171 2,397 2,704
Less: Depreciation & Amortization (104) (118) (97) (107) (134) (147) (161) (177) (193) (216)Cetip EBIT 777 902 1,039 1,156 1,472 1,631 1,804 1,994 2,204 2,488
Less: Interest On Own Capital 1 (127) (146) (169) (197) (229) (271) (319) (373) (435) (506)
Taxable EBIT 2 650 756 870 959 1,243 1,360 1,485 1,621 1,768 1,983
Tax Rate 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%
Taxes 221 257 296 326 423 463 505 551 601 674
Cetip EBIT 777 902 1,039 1,156 1,472 1,631 1,804 1,994 2,204 2,488
Less: Taxes (221) (257) (296) (326) (423) (463) (505) (551) (601) (674)
Plus: Depreciation & Amortization 104 118 97 107 134 147 161 177 193 216
Less: Total Capex (129) (88) (97) (107) (134) (147) (161) (177) (193) (216)
Plus: (Increase) / Decrease in Working Capital 0 0 0 0 0 0 0 0 0 0
Unlevered Free Cash Flows 531 676 743 830 1,050 1,169 1,299 1,443 1,602 1,814R$/US$ Average Rate 3 3.74 4.25 4.50 4.70 4.90 5.02 5.14 5.27 5.40 5.53
US$ Free Cash Flows 142 159 165 177 214 233 253 274 297 328
Notes:1 Represents payment to shareholders characterized as interest on own capital2 Interest on own capital reduces taxable income basis3 Sourced from Central Bank of Brazil projections through 2020; R$ depreciated throughout balance of projection period by
differential in long-term inflation targets of 4.5% for Brazil and 2.0% for the US, according to Economist Intelligence Unitprojections for 2025
4 Terminal value considering a perpetuity growth rate of 3.0%
5 Converted at R$/US$ exchange rate of 3.67 as of April 5, 20166 Represents balance sheet data as of 12/31/157 Represents cash and cash equivalents plus financial investments (available and restricted, current and non-current) less dividends
and interest on own capital payable and additional dividends proposed8 Diluted shares based on treasury stock method of vested shares at R$40.65 per share as of April 5, 20169 Discounted to 12/31/15 at a discount rate of 10.2%10 Minimum and maximum represents a +/-4.75% range from R$43.39
Free Cash Flow to Firm
Present Value of the Cash Flows US$mm 1,331
Present Value of the Terminal Value 4 US$mm 1,871
Enterprise Value US$mm 3,202
Exchange Rate R$/US$ 4/5/2016 3.67
Enteprise Value 5 R$mm 11,740
Less: Debt 6 R$mm (1,302)Plus: Cash 6,7 R$mm 860
Equity Value R$mm 11,298
Diluted Shares Outstanding 8 mm 260
Equity Value per Share 9 R$ / share 43.39
Minimum Range 10 R$ / share 41.33
Maximum Range 10 R$ / share 45.45
Source: BM&FBovespa Management
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Section 4
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Section 4.A
Company and Sector Overview
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2015 Gross Revenues BreakdownPresentation of BM&FBovespa Activities
BM&FBovespa—Company OverviewBM&FBovespa is the leading exchange in Latin America by market capitalization
Ownership Structure1
8% 7% 7% 2% 71%
Capital WorldInvestors
Vontobel AssetManagement Blackrock Treasury Others
1890
Foundation of Bolsa Livre(Bovespa's predecessor)
1967
Bovespa mutualization
1986
Start of BM&F activities
Aug 2007
Bovespa Hlddemutualization
Sep 2007
BM&F demutualization
Oct 2007
Bovespa Holding IPO(BOVH3)
Nov 2007 BM&F IPO (BMEF3)
May 2008
Merger between BM&F andBovespa Holding andcreation of BM&FBovespa(BVMF3)
Equities - trading6.0%
Equities -clearing30.8%
Derivatives43.7%
Custody5.3%
Ancillary services14.3%
OppenheimerFunds
5%
Source: Company materials, CVM
Note:1 As of March 21st, 2016
• BM&FBovespa, headquartered in São Paulo, was created in 2008with the merger between the Brazilian Mercantile & FuturesExchange (BM&F) and the São Paulo Stock Exchange (Bovespa)
– both entities had demutualized and IPO-ed in 2007 and mergedinstitution is currently traded under ticker symbol BVMF3 on theNovo Mercado, the highest level of corporate governance inBrazil
– currently is the leading exchange in Latin America by marketcapitalization
• Only regulated exchange in Brazil trading equities (cash and
derivatives), commodities, fixed income and FX, BM&FBovespa has afully integrated business model that includes clearing, settlement andother post-trade operations
• As of December 31, 2015 the exchange had R$ 26.3 billion in totalassets
https://www.google.com/url?sa=i&rct=j&q=&esrc=s&source=images&cd=&cad=rja&uact=8&ved=0ahUKEwi_joK00trLAhXFtIMKHdVkAvgQjRwIBw&url=https://en.wikipedia.org/wiki/File:BM%26F_Bovespa_logo.png&psig=AFQjCNGld7NaAD_E40CEQ9-veL8A10jyvA&ust=1458954279752394
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Net Revenues (R$mm)Gross Revenues (R$mm) and Gross Revenues Breakdown
BM&FBovespa—Financial Highlights
Source: Company filings
Net Income (R$mm)EBITDA (R$mm) and EBITDA Margin Net Cash (R$mm)
11% 8% 7% 6%
35% 35% 36% 31%
38% 39% 39% 44%
4% 5% 5%5%
13% 13% 13%14%
2,289 2,370 2,2502,459
2012A 2013A 2014A 2015AEquit ies - trading Equit ies - clear ing Derivatives Custody Ancil lary services
2,065 2,127 2,0302,217
2012A 2013A 2014A 2015A
1,353 1,455 1,345 1,477
65.5% 68.4% 66.3% 66.6%
2012A 2013A 2014A 2015A
1,074 1,081 978
2,203
2012A 2013A 2014A 2015A
2,019
2,609
885
5,845
2012A 2013A 2014A 2015A
BM&FBovespa sold R$1.2 billionworth of CME in September 2015and reclassified R$4.8 billion toavailable for sale financial securities.Also includes R$1.3 billion ofcollateral for transactions
High increase due togrowth on financialincome, FX and one-offprofit from the sale ofCME
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BM&FBovespa—Historical Financial Analysis
Balance Sheet — Assets
Fiscal year ended in December 31st
R$mm 2012A 2013A 2014A 2015A
Current assets 3,536 4,319 2,785 8,674
Cash and cash equivalents 44 1,197 501 441
Financial investments and marketable securities 3,233 2,853 1,962 7,7991
Accounts receivable 57 54 58 75
Other receivables 4 79 72 158
Taxes recoverable and prepaid 180 120 166 175
Prepaid expenses 18 16 26 26
Noncurrent assets 20,611 21,577 22,478 17,635
Long-term receivables 809 1,135 1,523 1,961
Financial investments and marketable securities 574 821 1,393 1,816
Judicial deposits 132 203 — —
Other receivables 98 109 120 141
Prepaid expenses 2 2 2 2
Investments 3 1 7 3
Investments in associates 2,929 3,346 3,761 31
Investment in subsidiaries 2,894 3,313 3,729 —
Investment properties 35 34 32 31
Property and equipment 361 423 421 453
Intangible assets 16,512 16,672 16,773 15,190
Goodwill 16,064 16,064 16,064 14,402
Software and projects 448 608 709 788
Total assets 24,147 25,897 25,263 26,309
Balance Sheet — Liabilities and Equity
Fiscal year ended in December 31st
R$mm 2012A 2013A 2014A 2015A
Current liabilities 1,661 2,711 1,892 2,097
Collateral for transactions 1,134 2,073 1,322 1,338
Earnings and rights on securities in custody 44 50 46 49
Suppliers 61 45 66 43
Salaries and social charges 74 75 72 117
Provision for taxes and contributions payable 28 26 25 35
Income tax and social contribution 3 1 2 5
Interest payable on debt issued abroad 37 42 47 70
Dividends and interest on equity payable 2 1 2 3
Other liabilities 278 397 308 437
Noncurrent liabilities 3,073 3,887 4,383 5,860
Debt issued abroad 1,242 1,426 1,619 2,384
Deferred income tax and social contribution 1,740 2,296 2,585 3,272
Provisions for tax, civil and labor contingencies 63 89 103 119
Obligation with post-retirement health carebenefit
28 26 28 26
Other liabilities — 50 48 58
Equity 19,414 19,299 18,988 18,352
Non-controlling interests 16 15 9 10
Total liabilities and equity 24,147 25,897 25,263 26,309
Source: Company materials, CVM
Note:1 BM&FBovespa sold R$1.2 billion worth of CME in September 2015 and reclassified R$4.8 billion to available for sale financial securities. Includes R$1.3 billion of collateral for transactions
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BM&FBovespa—Historical Financial Analysis
Source: Company materials, CVM
Profit & Loss
Fiscal year ended in December 31st
R$mm 2012A 2013A 2014A 2015A '12—'15 CAGR
Revenue 2,065 2,127 2,030 2,217 2.4%
Revenue growth — 3.0% (4.6%) 9.2%
Expenses (763) (791) (804) (861) 3.7%
Margin 36.9% 37.2% 39.6% 38.4%
Administrative and general
Personnel and related charges (354) (352) (354) (443)
Data processing (103) (110) (124) (122)
Depreciation and amortization (94) (120) (119) (111)
Third-party services (51) (46) (40) (41)
Maintenance in general (11) (12) (12) (14)
Communications (18) (17) (13) (6)
Promotion and publicity (19) (15) (11) (12)
Taxes (42) (56) (56) (8)
Board and committee members’ compensation (7) (8) (9) (9)
Sundry (65) (56) (66) (84)
Impairment of assets — — — (1,663)
Equity pickup 149 171 212 136
Equity method discontinuation — — — 1,735
Gain on disposal of investment in associates — — — 724
(=) EBIT 1,302 1,336 1,226 1,366 1.6%
(+) Depreciation and Amortization 51 120 119 111
(=) EBITDA 1,353 1,456 1,345 1,477 3.0%
Margin 65.5% 68.4% 66.3% 66.6%
Financial result 209 181 208 509 34.5%
Financial income 297 299 362 746
Financial expenses (88) (118) (154) (237)
Income before income tax and social contribution 1,660 1,688 1,647 2,807 19.1%
Income tax and social contribution (586) (607) (661) (604) 1.0%
Current (67) (60) (104) (46)
Deferred (518) (546) (557) (558)
Net income from continuing operations 1,074 1,081 986 2,203 27.1%
Net income (loss) from discontinued operations — (0) (8) —
Net income for the year 1,074 1,081 978 2,203 27.1%
Margin 52.0% 50.8% 48.2% 99.4%
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# of Listed CompaniesAverage Market Capitalization and TurnoverVelocity (R$ trillion, %)
Breakdown of ADTV by Investor TypeAverage Daily Trading Value "ADTV" (R$ million)BM&FBovespa is the only
equities; derivatives(equity, fixed income andcommodities) tradingvenue in Brazil
Foreign investorsparticipation in theaverage equities dailytrading value accounted
for 54% in 2015
Average marketcapitalization in 2015 wasR$2.2 trillion and Bovespahad 440 listed companiesas of December 31st, 2015
BM&FBovespa—Sector Overview
6,4927,251 7,418 7,293 6,793
2011A 2012A 2013A 2014A 2015A
Cash Options Forward
2.4 2.4 2.4 2.4 2.2
64.2%
70.0%
72.9% 72.4% 72.9%
2011A 2012A 2013A 2014A 2015A
34.8% 40.3%43.8%
50.7% 53.7%
33.3%31.9%
32.9%28.8% 26.9%
21.2% 18.1%15.1% 13.7% 13.4%
9.1% 8.3% 6.8% 5.5% 4.5%1.5% 1.4% 1.4% 1.4% 1.5%
2011A 2012A 2013A 2014A 2015A
Foreign Institutional Retail FinancialInstitutions
Others
274 262 255 250 236
182 178 187 192 192
1012 12 13 12
466 452 454 455 440
2011A 2012A 2013A 2014A 2015A
Traditional Special Segment BDR
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Section 4.B
Valuation
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11.43
10.73
0.0
10.0
20.0
30.0
40.0
50.0
0.00
4.00
8.00
12.00
16.00
Nov-14 Jan-15 Mar-15 Jun-15 Aug-15 Oct-15
V o l u m e ( m m )
P r i c e V W A P ( R $ )
Volume Price VWAP (R$) VWAP
Valuation by Volume Weighted Average Price (1/2)VWAP for the last 12 months prior to the First Material Fact is R$10.73 and R$12.52 from the First Material Fact to April 5th, 2016
Historical VWAP Price of BM&FBovespa Prior to the First Material
Fact (from November 3 rd , 2014 to November 2 nd , 2015)
Historical VWAP Price of BM&FBovespa Since the First Material
Fact (from November 3 rd , 2015 to April 5 th , 2016)
Source: Bloomberg as of April 5, 2016
Material Fact Releasedon November 3rd, 2015
15.58
12.52
0.0
10.0
20.0
30.0
40.0
50.0
0.00
4.00
8.00
12.00
16.00
Nov-15 Dec-15 Feb-16 Apr-16
V o l u m e ( m m )
P r i c e V W A P ( R $ )
Volume Price VWAP (R$) VWAP
November 13th, 2015NBO Date
February 19th, 2016BO Date
March 2nd, 2016Declined BO
December 3rd, 2015Declined NBO
NBO: Non-Binding OfferBO: Binding Offer
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BM&FBovespa—Selected Trading Multiples Methodology
UBS has used the trading multiples valuation approach in order to estimate the economic value of BM&FBovespa
Selected Trading Multiples is a relative valuation method which estimates the value of a company using ratios of market valuation to financial metrics ofsimilar publicly traded companies; traditional trading multiples include P/E and EV/EBITDA
Trading multiples of BM&FBovespa’s comparable companies were calculated based on the EBITDA and net income forecasts from market analysts for the
years 2016 and 2017, and applied over the EBITDA and net income forecasts for BM&FBovespa over the same years, given that forecasts from marketanalysts are generally limited to two years
Selected comparable companies are international exchanges sharing several aspects in common with BM&FBovespa, including the following1:
• business model
• revenue mix
• product and service offerings
• size and scale of operations
• monopolistic position within its home country in certain market segments the comparable company operates in
• emerging market exposure
Selected Trading Comparables
Note:
1 Not every aspect applicable for each selected comparable company. See Appendix A for more details on selection of comparable companies
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BM&FBovespa—Selected Trading Multiples¹
Market Value(R$bn)
EV/EBITDA Price / EPS
HeadquartersApril 5, 2016
Price (R$)Enterprise Value
(R$bn)CY'16E
(x)CY'17E
(x)CY'16E
(x)CY'17E
(x)
United States 869.83 104.7 129.5 12.5 11.4 16.8 15.1
United States 346.63 118.1 120.1 12.9 11.9 22.0 20.5
Germany 302.75 56.2 64.6 11.0 10.1 15.9 14.1
United States 238.28 40.6 48.2 11.4 10.6 17.3 15.7
Singapore 21.02 21.8 20.4 15.5 14.4 22.7 21.1
United States 240.04 19.7 19.4 13.8 12.8 25.7 23.8
Austral ia 114.43 22.2 19.3 12.0 11.6 18.8 18.1
Canada 128.38 7.0 9.6 10.2 9.6 12.6 11.4
Spain 113.25 9.5 8.6 8.7 8.8 13.0 13.3
Malaysia 8.19 4.4 4.3 14.8 13.9 22.4 21.0
Mexico 5.73 3.6 3.3 10.9 9.9 18.5 16.5
Mean 12.2 11.4 18.7 17.3
Median 12.0 11.4 18.5 16.5
Min 8.7 8.8 12.6 11.4
Max 15.5 14.4 25.7 23.8
Source: FactSet as of April 5, 2016
Note:1 R$ / US$ exchange rate of 3.67 as of April 5, 2016, fully diluted shares using treasury stock method
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BM&FBovespa Valuation Based on Comparable Trading Multiples
Min. Range Max. Range
(R$ mm) CY'16E CY'17E Mid-Point ("MP") MP-4.75% MP+4.75%
EV/EBITDA Multiple (sample median) 12.0x 11.4x
EBITDA (consensus)¹ 1,582 1,758
Implied Enterprise Value 19,004 19,973 19,488 18,563 20,414
(-) Net Debt 2,179 2,179
(-) Minorities 10 10
Implied Equity Value 16,815 17,784 17,299 16,478 18,121
Total Shares Outstanding (mm)2 1,796 1,796
Share Price (R$) 9.36 9.90 9.63 9.18 10.09
Min. Range Max. Range
(R$ mm) CY'16E CY'17E Mid-Point ("MP") MP-4.75% MP+4.75%
P/E Multiple (sample median) 18.5x 16.5x
Net Income (consensus)¹ 1,565 1,773Implied Equity Value 28,900 29,270 29,085 27,703 30,466
Total Shares Outstanding (mm)2 1,796 1,796
Share Price (R$) 16.09 16.30 16.20 15.43 16.97
EV / EBITDA Analysis
Price to Earnings Analysis
Source: FactSet, Research reports
Note:1 FactSet as of April 5, 20162 Fully diluted shares using treasury stock method
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Selected Comparable Companies for Cetipand BM&FBovespa
Appendix A
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Peer Key Financials Comments
Headquartered in New York, Nasdaq is a provider of trading, clearing, exchange technology,
regulatory, securities listing, information and public company services across six continentswith over 3,800 employees
With c.10,000 corporate clients, Nasdaq has around 3,700 li sted companies with market capof ~US$9.6 trillion
Revenue mix for operating segments: Market Services (61.2%), Technology Solutions (16.0%),Information Services (15.0%) and Listing services (7.8%)
On March 9, 2016, entered into a definitive agreement to International Securities Exchangesfor US$1.1bn
On February 12, 2016, announced to acquire Marketwired, a newswire operator and pressrelease distributor for US$200mm
Headquartered in Toronto, TMX Group operates cash & derivative markets for multiple assetclasses including equities, fixed income and energy with over 1,100 employees
Revenue mix for operating segments: Efficient Markets & Market Solutions (29.5%), MarketInsights (29.4%), Capital Formation (25.1%), Derivatives (14.6%) and Others (1.5%)
Has a combined market share (including TSX, Alpha, and TMX Select) of the total volumetraded in Canadian based interlisted issues of 34%
In February 2016, introduced two integrated products: TMX Insights and TMX Analytics
In June & November 2015, announced launch of AgriClear (online platform & payment servicefor US and Canadian cattle buyers & sellers) and NAVex (a fund transfer platform) respectively
Headquartered in Madrid, BME is an operator of Spain's stock market and f inancial systems
with over 700 employees
Has additional significant presence in LatAm
Revenue mix for operating segments: Equity (46.8%), Settlement & Registration (24.3%),Information (11.4%), Clearing (5.4%), IT & Consulting (5.4%), Derivatives (3.6%), FixedIncome (2.9%)
On February 29, 2016, announced acquisition of remaining stake (50%) i t didn't already ownin Infobolsa SA from Deutsche Börse AG's for US$9.2mm in cash
Selected Comparable Companies for BM&FBovespa and Cetip
R$bn
Share Price (R$) 238.28
Fully-Diluted Shares (mm) 170.6
Equity Value 40.6
Excess Cash¹ 1.1
Debt 8.7
Enterprise Value 48.2
2016 EV/EBITDA 11.4x
2016 P/E 17.3x
R$bn
Share Price (R$) 128.38
Fully-Diluted Shares (mm) 54.4
Equity Value 7.0
Excess Cash¹ 0.4
Debt 3.1
Enterprise Value 9.6
2016 EV/EBITDA 10.2x
2016 P/E 12.6x
R$bn
Share Price (R$) 113.25
Fully-Diluted Shares (mm) 83.9
Equity Value 9.5
Excess Cash¹ 0.9
Debt 0.0
Enterprise Value 8.6
2016 EV/EBITDA 8.7x
2016 P/E 13.0x
Mature Market Exchanges
Source: Company Information—Market data as of April 5, 2016; R$ / US$ exchange rate of 3.67 as of April 5, 2016
Note:1 Excess Cash as per the latest financial statement excluding financial investments, restricted cash, regulatory capital requirements and customer balances, as appropriate and to the extent available
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Peer Key Financials Comments
Headquartered in Singapore, SGX is a multi asset exchange that provides listing, trading,
clearing, settlement, depository and data services with over 700 employees About 40% of listed companies and 90% of listed bonds originate from outside of Singapore
Revenue mix for operating segments: Derivatives (40.3%), Securities (25.4%), Depositoryservices (13.7%),Market data & Connectivity (10.3%) Issuer services (10.2%), and Others(0.1%)
In February 2016, was in talks to buy Baltic Exchange, which could bolster its derivativesbusiness and strengthen Singapore as a maritime hub
Planning to introduce a derivative product that would al low investors to trade futures on Indiansector-specific indexes
Headquartered in Australia, ASX offers a full suite of services, including listings, trading,clearing and settlement, across a comprehensive range of asset classes with over 500employees
Revenue mix of operating segments: Derivatives & OTC markets (34.5%), Listings & issuerservices (26.2%), Trading services (23.8%), Equity post trade services (13.1%), Other revenue(2.4%)
On March 1, 2016, announced collaboration with Nasdaq to replace ASX’s existing clearingtechnology platforms with Nasdaq’s Genium INET Clearing Platform
On January 22, 2016, bought minority stake in Digital Asset, a blockchain start up forUS$10.5mm
Selected Comparable Companies for BM&FBovespa and Cetip
R$bn
Share Price (R$) 21.02
Fully-Diluted Shares (mm) 1,074.9
Equity Value 21.8
Excess Cash¹ 1.4
Debt 0.0
Enterprise Value 20.4
2016 EV/EBITDA 16.0x
2016 P/E 22.7x
R$bnShare Price (R$) 114.43
Fully-Diluted Shares (mm) 193.8
Equity Value 22.2
Excess Cash¹ 2.9
Debt 0.0
Enterprise Value 19.3
2016 EV/EBITDA 12.0x
2016 P/E 18.8x
Mature Market Exchanges (cont'd)
Source: Company Information—Market data as of April 5, 2016; R$ / US$ exchange rate of 3.67 as of April 5, 2016
Note:1 Excess Cash as per the latest financial statement excluding financial investments, restricted cash, regulatory capital requirements and customer balances, as appropriate and to the extent available
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Peer Key Financials Comments
Headquartered in Chicago, IL with over 500 employees
Operates markets that offer trading options on various market indexes, futures contracts andmultiply-listed options like equity and ETP options in US
Operates through single operating segment consisting of 3 stand-alone exchanges: ChicagoBoard Options Exchange, CBOE Futures Exchange and C2
Market share: ~27.1% (for options in US)
Caters to both retail and institutional customers
On August 26, 2015, completed the acquisition of the market data services and tradinganalytics platforms of Livevol for US$10.3mm in cash
Headquartered in Atlanta, GA with over 5,500 employees
Operates regulated exchanges, clearing houses and listings venues for a broad array ofderivatives and securities contracts across major asset classes
– also provides data services for commodity and financial markets
Has presence in US, UK, Europe, Canada and Singapore
– US segment contributed 59% to the net revenues in 2015
On December 14, 2015, completed US$5.2bn acquisition of Interactive Data Corp, a providerof financial market data, analytics and related trading solutions
Headquartered in Eschborn, Germany with over 5,000 employees
Operates markets trading of securities and derivatives – also provides clearing, settlement and custody services, market data, and development
and operation of electronic trading systems
Has presence in Europe, Americas and APAC
Revenue mix for operating segments: Xetra (8%), Eurex (43%), Clearstream (32%) andMarket Data Services (17%)
On March 16, 2016, Deutsche Börse and London Stock Exchange agreed on the terms of a~US$30bn all-share merger of equals
R$bn
Share Price (R$) 240.04Fully-Diluted Shares (mm) 82.3
Equity Value 19.7
Excess Cash¹ 0.4
Debt 0.0
Enterprise Value 19.4
2016 EV/EBITDA 13.8x
2016 P/E 25.7x
R$bn
Share Price (R$) 869.83Fully-Diluted Shares (mm) 120.4
Equity Value 104.7
Excess Cash¹ 2.3
Debt 27.0
Enterprise Value 129.5
2016 EV/EBITDA 12.5x
2016 P/E 16.8x
R$bn
Share Price (R$) 302.75Fully-Diluted Shares (mm) 187.2
Equity Value 56.2
Excess Cash¹ 3.0
Debt 11.4
Enterprise Value 64.6
2016 EV/EBITDA 11.1x
2016 P/E 15.9x
Selected Comparable Companies for BM&FBovespa and CetipDerivative-Hybrid Exchanges
Source: Company Information—Market data as of April 5, 2016; R$ / US$ exchange rate of 3.67 as of April 5, 2016
Note:1 Excess Cash as per the latest financial statement excluding financial investments, restricted cash, regulatory capital requirements and customer balances, as appropriate and to the extent available
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Peer Key Financials Comments
Headquartered in Chicago, IL, CME Group is a derivative marketplace with over 2,500
employees Provides global benchmark products across major asset classes,