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REPORT ANNUAL 2008

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REPORTANNUAL2008

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ONE OF THE TOP EXCHANGES IN THE WORLD

BM&FBOVESPA posted a net income of

BRL909.6 million in 2008. The BOVESPA Segment traded BRL1.37 trillion,

a 14.7% increase over the financial volume traded in the previous year. The

average daily trading volume increased by 12.9%, reaching

BRL5.5 billion. In the BM&F Segment, 391.6 million contracts were traded, totaling BRL28 trillion,

a 9.6% decrease.

The average monthly value traded via the Home

Broker system increased from BRL15.2 billion to

BRL27.5 billion.

BM&FBOVESPA offers trading in equities on the cash, options and for-ward markets, and indices, interest rates, foreign exchange, agricultural and energy commodities on the futures, options, forward and swap mar-kets, as well as other spot market transactions on gold, US Dollar and fed-eral government securities.

It has a settlement bank and clearinghouses for the registration, clearing and settlement of transactions carried out on its trading floor, electronic and Web-based trading systems, as well as on the OTC market.

In line with the best international standards BM&FBOVESPA uses ad-vanced technology to provide investors with efficient and secure services.

Most of the buy and sell orders are processed electronically, but the trad-ing floor is also available for financial asset and commodity derivatives.

BM&FBOVESPA − Securities, Commodities and Futures Exchange was created in May 2008 with the integration between the Brazilian Mercantile & Futures Exchange and BOVESPA.

Together the companies have formed one of the largest exchanges worldwide in terms of market value and the leading exchange in Latin America in terms of the number of contracts traded.

In today’s global scenario BM&FBOVESPA has not only positioned its marketplace, but it has also positioned Brazil as an international financial hub for equities, commodities and other futures contracts.

INTERNATIONALLy RECOGNIzED PRODUCTS AND SERVICES

STATE-OF-THE ART TECHNOLOGy

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CONTENTS

MESSAGE FROM THE BOARD OF DIRECTORS

BM&FBOVESPA − THE BRAZILIAN EXCHANGE

FINANCIAL SUMMARY

OPERATING PERFORMANCE

OPERATING SUMMARY

MARKET PERFORMANCE

MARKET DEVELOPMENT

MARKET POPULARIZATION

MARKET PROMOTION

MARKET EDUCATION

TRADEMARK MANAGEMENT

SOCIAL AND ENVIRONMENTAL RESPONSIBILITY

HUMAN PATRIMONY

CORPORATE GOVERNANCE

FINANCIAL STATEMENTS

81218202426384448546264687276

MESSAGE FROM THE BOARD OF

DIRECTORS

2008 ANNUAL REPORT | 9

THE GOOD INHERITANCEThis is the first annual report of BM&FBOVESPA, which was created in 2008 through the integration of the Brazilian Mercantile & Futures Exchange (BM&F) and the São Paulo Stock Exchange (BOVESPA). This integration brought together two strong trademarks, uniting both the equity and derivatives markets under a modern structure, and giving birth to this strong new entity which has com-bined the inherent strengths of global competitiveness and excellence in cus-tomer products and services.

The baptism of BM&FBOVESPA was anything but normal. In the year of its cre-ation as the leading exchange in Latin America and one of the largest exchanges in the world in terms of market capitalization, the global markets have erupted into the most severe financial and economic crisis since the debacle of 1929.

Under this scenario of extreme stress, with the ensuing credit crunch and the flight of foreign capital imposing a relentless reign of nervousness and volatility on the emerging markets, BM&FBOVESPA has been tested intensely, and with-out changing any of its operating rules, it has continued to provide liquidity and safety to all of its investors even in these most trying of times.

There is no doubt that these extreme events have greatly accelerated BM&FBOVESPA’s maturation process while at the same time testing the maturity of the Brazilian capital markets as a whole. Especially when coupled with the fact that in the first semester of 2008 Brazil obtained an investment grade rating from the international risk agencies Standard & Poor’s and Fitch. The unwavering confidence that global economic agents have shown in the Brazilian economy—currently considered as a safe place to invest—was clearly reflected in primary issues (equities and debt instruments), which in spite of the crisis demonstrated a strong increase in 2008 when compared with 2007.

That is why 2008 will live on in the minds of all those who witnessed these events in the capital markets as a year marked by profound and definitive transforma-tion. One example of which can be clearly seen in BM&FBOVESPA which, given its size and relevance, continues to weather the storm and has emerged as a safe international marketplace for trading stocks, futures, commodities and other fi-nancial instruments by providing full risk management services whose quality is recognized around the world. Further information about these activities and services is provided in the following pages of this Annual Report.

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In 2008 we faced innumerable challenges, particularly those relating to the syn-ergy of our two organizational cultures, which needed to quickly consolidate into a new format that focused on the development of the equity and derivatives segments and on the consistent quest for positive results that were so eagerly awaited by our thousands of new shareholders.

Another challenge of particular relevance has been the enhancement of our guidelines for corporate governance. BM&FBOVESPA has assumed a unique po-sition in the universe of publicly-held companies. On one hand it has a dispersed corporate ownership structure, with no controlling shareholder, and on the oth-er it bears an institutional responsibility for the markets it manages. The duality of this unique position requires us to seek, in an even more rigorous fashion, the establishment of a policy of strong corporate governance.

The first steps of this task were taken in 2008, with the conclusion programmed for 2009. However, one should not forget that the best policy for corporate gov-ernance is not a set of rigid rules and mechanisms, but rather an ongoing process that requires constant enhancements, revisions and adaptations to the natural evolution of both the corporation and the market segment in which it operates.

For BM&FBOVESPA, corporate governance is a two-lane highway with both lanes heading in the same direction. One is designed to help us reach our strategic goals, while the other focuses on the creation of value for our shareholders. An-other integral part of this process is building an ethical partnership with our full array of stakeholders.

To this end, we must acknowledge and thank our shareholders for their trust, the work developed by the intermediaries authorized to operate in the BM&FBOVESPA markets, the support and prestige of our listed issuers, and last but not least the exemplary and tireless effort of the Board of Directors, the members of our Advisory Committees, and our entire professional staff.

In spite of the crisis at hand, we are sure that we will continue to grow and fulfill our mission to not only help in the development of the Brazilian economy, but also to maintain our focus on the creation of shareholder value.

We are strong, mature and competitive, which after all is the inheritance that was left us by the companies that united to create BM&FBOVESPA.

Gilberto MifanoChairman

1. Gilberto Mifano Chairman

2. Edemir Pinto Chief Executive Officer

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BM&FBOVESPATHE BRAzILIAN EXCHANGE

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BM&FBOVESPA − Securities, Commodities and Futures Exchange has put Brazil on the list of the world’s largest financial centers. After achieving investment grade rating in April 2 008, Brazil was opened up to large pen-sion funds that increased their participation in the Brazilian Exchange.

In November, when the international financial crisis was at its peak, Brazil demonstrated, through its markets, that it now occupies a distinguished position in regard to its systems for trading, settlement, collateral man-agement and custody.

This level of professional excellence allows BM&FBOVESPA to continually innovate as it seeks out and develops products which are ever more so-phisticated and globalized.

BM&FBOVESPA has turned its solid business model into an export commodity. With the strength of

the New Exchange, Brazil is now ready to assume a role of leadership in the global economy.

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PROFILEBM&FBOVESPA is a publicly-held company. Since August 20, 2008, its shares have been traded in the Novo Mercado segment under the BVMF3 ticker. On September 1, 2008, the stock was included in the Ibovespa portfolio, which is the Brazilian stock market’s main index.

BM&FBOVESPA offers trading systems for equities, fixed-income securi-ties, equity derivatives, financial derivatives, spot US Dollar, and com-modities. It also provides clearing and settlement services, securities list-ing and market data vending.

In addition to these services, the Exchange acts as a central securities de-pository, licenses software and stock indices, and provides financial insti-tutions with fee-based access to its trading systems.

The activities related to registration, clearing, settlement and risk man-agement are conducted through its clearinghouses (CBLC, Derivatives, Foreign Exchange and Securities), which act in concert with the BM&F Settlement Bank to ensure the sound functioning of the Exchange’s mar-kets and the settlement of all transactions.

The BM&FBOVESPA has open outcry, electronic (Mega Bolsa, GTS and SISBEX) and Web-based (Home Broker and WebTrading) trading systems, and it provides registration of OTC transactions and custody services for agribusiness securities, gold certificates, and other assets and securities.

OFFICESThe BM&FBOVESPA offices in the United States (New York) and China (Shanghai) offer infrastructure and support to those market participants that provide services to foreign customers. They also serve as a base for the promotion of the BM&FBOVESPA products and services to prospec-tive foreign investors.

In Brazil, the Exchange has representative offices in São Paulo and in four other states: Ceará, Paraná, Rio de Janeiro, and Rio Grande do Sul.

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BM&FBOVESPA has consolidated its position among the world’s top exchanges, adopting the necessary measures

in the Brazilian markets for the development of price formation mechanisms, and regulatory or self-regulatory

procedures that adhere to the national interests.

ACTIVITIES

BM&FBOVESPA is much more than just a marketplace. In addition to trading equities, securities and derivatives, it also undertakes the follow-ing activities: Listing companies and funds; disseminating price quotes; launching market indices; developing systems and software; implement-ing technological advances, and much more. All of which effectively con-tribute to Brazil’s economic growth.

Opportunities are great. Challenges are even greater. But BM&FBOVESPA is capable of competing with any other exchange in the world for local and international investors. It has every bit of the credibility and transpar-ency needed to ensure market access to a full range of investors, from individuals to international funds.

CLEARINGHOUSES

CBLC renders clearing, settlement, risk management, central deposi-tory and securities lending services. It acts as a central counterparty for the transactions carried out on the equities and corporate fixed-income

ORGANIzATIONAL STRUCTURE

BBM BM&F USA BVRJBM&F

SETTLEMENT BANK

BSM

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securities markets, making and receiving payments, and providing safe-keeping for all the securities and assets traded at the Exchange.

The number of investors with active custody accounts increased from 488,000 to 559,000 in 2008, or 14.5%.

The Derivatives, Foreign Exchange and Securities Clearinghouses of-fer registration, clearing, settlement and risk management services for the transactions carried out on the derivatives, interbank US Dollar and federal government securities markets, respectively, providing efficient mechanisms to cover a default by one or more participants.

The Derivatives, Foreign Exchange and Securities Clearinghouses are considered by the Central Bank of Brazil to be systemically important. In 2008 their total

combined operating revenue came to BRL622.9 million.

BSM

Bovespa Market Supervision (BSM) is responsible for monitoring the transactions and activities performed by market participants and clearing and/or custody agents at the CBLC. It is also responsible for managing the Investor Compensation Mechanism (MRP).

BM&F SETTLEMENT BANK

The activities performed by the BM&F Settlement Bank are restricted to the transactions executed and/or registered in the BM&FBOVESPA trad-ing environments. In 2008 the settlement services provided by the BM&F Settlement Bank amounted to BRL3.4 million.

BRAzILIAN COMMOdITIES ExCHANGE

Through the Brazilian Commodities Exchange, BM&FBOVESPA enables the commercialization of agricultural products and offers services for the pub-lic sector by means of its electronic auction system and for the private sec-tor by means of its private system for the acquisition of goods and services.

FINANCIAL SUMMARy

(BRL THOUSAND)

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Financial income 306,093 Financial income 364,859

Financial expenses (58,766)

Net income before taxation 1,363,559

Income tax (337,145)

Social contribution (121,354)

Net income 909,605

EBITDA 1,089,408

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OPERATING PERFORMANCE

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The operating income demonstrates that BM&FBOVESPA, despite the in-ternal and external turbulences, maintained its growth trend, with its net income totaling BRL1,783,4 million at 2008 year-end.

BM&FBOVESPA’s equity and fixed-income markets traded BRL1.37 trillion in 2008, up 14.7% from 2007, with a 12.9% increase in the average daily value, totaling BRL5.52 billion. The total number of trades grew by 62.9%, totaling 61 million, and the average daily trading volume reached 245,071 transactions, exceeding the mark of 60.3% from the previous year.

Derivatives (financial and agricultural) totaled 391.6 million contracts in 2008, down 8.15% from 426.4 million contracts in 2007. The total finan-cial volume amounted to BRL28 trillion, down 13.43% from BRL32.4 tril-lion in the previous year.

The total value traded on the equity and fixed-income markets in 2008 was BRL1.37 trillion,

up 14.7% from the previous year.

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CBLC provides two types of services: Guaranteed settlement and facili-tated gross settlement. Both adopt the delivery-versus-payment system. In 2008 the average daily financial volume was BRL4.01 billion.

The derivatives Clearinghouse processed 1.573.3 contracts daily, gen-erating an operating revenue of BRL601.275 million.

The assets pledged as collateral at the end of 2008 amounted to BRL99 billion, composed mainly of federal government securities (89.8%). At the end of 2007 the sum of pledged collateral was BRL79.8 billion.

Regarding the financial safeguard structure, the Derivatives Clearing-house had BRL1.6 million of its own resources allocated to its operational funds.

The operating revenue from the Foreign Exchange Clearinghouse was BRL21.302 million.The assets pledged as collateral for transactions in the Foreign Exchange Clearinghouse totaled BRL3.7 billion.

The spot US Dollar market traded BRL221.6 billion in 37,100

transactions in 2008, up 50% from 24,000 transactions in 2007.

The operating revenue from the Securities Clearinghouse was BRL330 thousand.The value of government bonds held in custody in 2008 was BRL1,4 billion, compared to BRL2.7 billion in the previous year.

In 2008 the Securities Clearinghouse had BRL40 million allocated to its Operational Fund made up of its own resources.

The operating revenue of the Derivatives, Foreign Exchange and Securi-ties Clearinghouses increased from BRL588.6 million to BRL622.9 million in 2008.

CBLC

Average daily value traded

BRL4.01 billion

Value of securities in custody

BRL650.40 billion

Number of securities in custody

2,200,836,000,075

Average daily number of securities processed

26,215,380,466

Average daily number of trades executed

255,121

Derivatives Clearinghouse − Safeguards

Agricultural Market Trading Fund

BRL50 million

Special Clearing Member Fund

BRL40 million

Clearing Fund

BRL387.2 million

Operational Performance Fund

BRL1.145.9 million

Foreign Exchange Clearinghouse − Safeguards

Operational Fund

BRL50 millionGuarantor Fund spot US Dollar

BRL15 thousand Participation Fund

BRL140.5 million

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The BM&F Settlement Bank has continued to perform the role of custo-dial agent, ending the year with a value of BRL3.4 million.

With a remarkable performance in the National Food Supply Com-pany (CONAB) auctions, the Brazilian Commodities Exchange traded BRL1.038 billion in this segment, with 4.1 million metric tons of agricul-tural products. The total financial volume in the coffee auctions held by the Ministry of Agriculture, Livestock and Food Supply was BRL33 million. The transactions involving physical products and the registration con-tracts totaled BRL2.77 million.

The value from auctions managed by the Brazilian Commodities

Exchange was BRL7.865 million.

OTHER OPERATING REVENUES

In addition to the revenues from the trading and settlement systems, BM&FBOVESPA also generates operating revenue related to: Fees charged from companies (vendors) that are authorized to distribute the data pro-duced in its trading environments, such as prices and volumes of securi-ties, assets and contracts traded; the commodity classification fees (cot-ton, coffee and corn) charged from services rendered by its classification laboratories; fees charged from courses organized by the BM&FBOVESPA Institute of Education; and the Guarantee Fund management fee.

In 2008 the operating revenue from market data vending was BRL43.4 million, corresponding to a 97.6% increase.

The commodity classification fees generated BRL3.5 million, which resulted from the classification of 12,439 coffee lots

and 1,394,964 cotton samples.

OPERATING SUMMARy

(BRL THOUSAND)

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Gross revenues 1,783,358

Trading and/or settlement systems—BM&F 634,230

Derivatives 601,275 Foreign Exchange 21,302 Securities 330 Brazilian Commodities Exchange 7,865 BM&F Settlement Bank 3,458

Trading and/or settlement system—Bovespa 1,050,774

Negotiation – trading fees 635,091 Transactions – clearing and settlement 259,355 Loans of marketable securities 48,528 Listing of marketable securities 29,776 Depository, custody and back office 62,523 Trading participant access 15,501

Other operating revenues 98,354

Market data 43,359 Commodity classification fees 3,535 Other 51,460

Deductions of revenue (181,347)

PIS and COFINS taxes (162,752) Municipal service tax (ISS) (18,595)

Net revenues 1,602,011

Operating expenses (544,545)

Operating income 1,057,466

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MARKET PERFORMANCE

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BOVESPA SEGMENTThe year of 2008 was marked by increased instability in the world eco-nomic scenario, which reflected the worsening crisis in the international financial sector that was generated by massive defaults in the US sub-prime mortgage market.

As a result, the financial industry in the US and in other parts of the world has suffered serious consequences, which have seriously affected their economic performance and provoked the deceleration of the global eco-nomic activity due to the reduced level of international liquidity and the increased uncertainties regarding the intensity and duration of the crisis.

BM&FBOVESPA’s equity and fixed-income markets traded BRL1.37 trillion in 2008, up

14.7% from 2007. The total number of trades increased by 62.9%, reaching 61 million, with

a daily average of 245,071.

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BOVESPA INDEX

In this prevailing scenario the behavior of the Brazilian equity market as measured by its main indicator, the Bovespa Index, can be divided in two distinct periods, as described below.

The first period, from January to May, was marked by contrasts. In April Brazil received an investment grade rating from two major internation-al rating agencies, which placed the country in a privileged position in terms of its ability to attract foreign funds. As a result, the Ibovespa broke its historical record ten times during the period, nine of which were in May. On May 20, 2008, the Ibovespa was up 15.1% to 73,516 points, its highest point ever.

The Ibovespa broke its historical record ten times during the first semester,

reaching 73,516 points on May 20, 2008.

In the second period, from June to December, the intensification of the international financial crisis had a strong negative impact on such institu-tions as Lehman Brothers, AIG, Morgan Stanley, Washington Mutual and Goldman Sacks.

This in turn affected the performance of the global economies in a very negative way by drastically reducing the level of international liquidity. As a result, equity indices fell sharply in the second semester, and not even the concerted efforts taken by many of the world’s central banks in announcing cuts in their interest rates and adopting a series of measures to mitigate the effects of the crisis were sufficient to boost the world’s stock markets.

In December an improvement in the perception of the “Brazil risk,” to-gether with low prices for Exchange-traded equities, helped the Brazilian stock market to edge up slightly by 2.6%, lessening somewhat the fall of the country’s main economic indicator.

The Bovespa Index ended 2008 at 37,550 points, a fall of 41.2% in BRL and 55.5% in USD.

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The best performing stocks in 2008 were: Nossa Caixa ON (+200.59%); Brasil T PAR ON (+31.33%); Trans Paulista PN (+20.74%); Natura ON (+18.03%); and Telesp PN (+11.99%).

In the same period, the poorest performing stocks were: Rossi Resid ON (−83.2%); Aracruz PNB (−80.16%); Gol PN (−77.2%); BM&FBOVESPA ON (−72.81%); and Gafisa ON (−68.19%).

OTHER BM&FBOVESPA INDICES

This negative market performance affected the other indicators calcu-lated by BM&FBOVESPA, which also followed Ibovespa’s downward trend.

The following indices ended lower in 2008: Brazil Index-50, or IBrX-50 (−43.1%); Brazil Index-100, or IBrX-100 (−41.7%); Bovespa Value Index/2nd tier, or IVBX-2 (−36.9%); Telecommunications Sector Index, or ITEL (−16.4%); Electrical Energy Index, or IEE (−11.6%); Special Corporate Gov-ernance Stock Index, or IGC (−45.6%); Special Tag Along Stock Index, or ITAG (−44.9%); Corporate Sustainability Index, or ISE (−41%); Industrial Sector Index, or INDX (−46.7%); MidLarge Cap Index, or MLCX (−43.4%); and SmallCap Index, or SMLL (−50.7%).

TRADING

There was an increase in the number of trades, which reached a total of 61 million, representing a daily average of 245,071, up 60.3% from 152,872 in 2007.

The total traded value was BRL1.37 trillion, up 14.7% from 2007. The aver-age daily value grew by 12.9%, amounting to BRL5.5 billion.

On October 8, 2008, the previous record for the total number of trades was exceeded, reaching 414,401.

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The average daily value traded on the cash market (round lot), which ac-counted for 89.7% of the total value in 2008, was BRL4.9 billion, up 19.3% from the previous year.

Equity options, which were responsible for 89.7% of the total options value, registered a BRL40,243 million volume, rising 5.7% from the previ-ous year.

Ibovespa options, however, had a negative performance in comparison to 2007, posting 2,108,680 contracts and BRL4.6 billion, down 45.2% in the number of contracts traded and 22.5% in financial volume.

Average daily trades rose from 37,530 in 2007 to 47,764 in 2008, or 27.3%.

Equity put options set a new record in the number of contracts traded: 654 contracts on December 16, 2008.

The most actively traded stocks on the options market were: Petrobras (59.4%); Vale do Rio Doce (28%); Ibovespa (10.3%); Bradesco (0.4%); and Gerdau (0.3%).

Forward market transactions leaped from 435,729 in 2007 to 556,974 in 2008, totaling a BRL44.2 billion volume, up 15.7% from the previous year. Transactions up to 30 days accounted for 38.4% of that total, transactions from 31 to 60 days for 34% and transactions above 60 days for 27.6%.

In the fixed-income segment, the Bovespa Fix and Soma Fix trading sys-tems traded BRL128.5 billion in securities in 2008, corresponding to 306 issuances of debentures, Real Estate Receivables Certificates (CRIs), Credit Right Investment Funds (FIDCs) and promissory notes. These figures rep-resent a 2.8% reduction in the number of issuances and a 8.6% increment in financial volume over 2007 (315 issuances and BRL118.2 billion respec-tively).

The value traded in debentures fell from BRL231.3 million in 2007 to BRL149.2 million in 2008. On the other hand, CRI trades increased from BRL176.1 million in 2007 to BRL217.7 million in 2008, and FIDC trades jumped from BRL523.8 million in 2007 to BRL940.5 million in 2008.

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MARKET CAPITALIZATION

The total market capitalization of the companies listed on the BM&FBOVESPA exhibited a significant retraction due to the fall in stock prices and the reduction in the number of companies. The total number of listed companies dropped from 404 in 2007 to 392 in 2008. The total market capitalization of these companies was BRL1.37 trillion in Decem-ber of 2008, down 44.5% from the previous year.

The 160 companies that were part of the special corporate governance levels at the end of 2008 represented 60.37% of the total market capital-ization, 64.47% of the total value traded, and 73.32% of the total number of trades on the BM&FBOVESPA cash market.

The companies that made up the Ibovespa and IBrX-100 portfolios represented 79.1% and 83.5%,

respectively, of the total market capitalization of all companies listed on the BM&FBOVESPA.

The top five sectors in terms of market capitalization in 2008 were: The financial sector, with BRL298.9 billion (21.7% of the total); petroleum, gas and biofuel, with BRL241.1 billion (17.5%); mining, with BRL141.9 billion (10.3%); electrical energy, with BRL137.5 billion (10%); and fixed tele-phone, with BRL91.9 billion (6.7%).

INVESTOR PARTICIPATION

In line with the strategy initiated in 2002 to fulfill the need of attracting new participants to the Exchange markets, particularly individuals, the participation of these investors has increased over the years. In fact, the relative participation of individuals in the total trading volume increased from 23.01% to 26.67% in 2008.

BM&FBOVESPA ended 2008 with 536,483 individual investor accounts. At the end of

2007 this number was 456,557.

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Institutional investors decreased from 29.8% in 2007 to 27.1% in 2008, while the percentage of financial institution investors decreased from 10.4% to 7.8%.

Companies increased their participation from 2.1% in 2007 to 2.7% in 2008, demonstrating that their low stock prices resulted in a repurchase movement.

Investors created over 800 investment clubs in 2008, the number of individual investors exceeded 500,000 and the average monthly number of investors placing orders into the Home Broker system reached 200,000.

The participation of foreign investors in 2008 increased to 35.5%, from 34.5% in the previous year. The financial volume traded by foreign inves-tors on the BM&FBOVESPA markets in 2008 was a negative BRL24.6 bil-lion, which is the net balance between sales of BRL499 billion and pur-chases of BRL474.4 billion.

The value traded by foreign investors in initial public offerings represented 48.1% of the total BRL41.1 billion in IPOs with closing dates up to January 5, 2009.

HOME BROKER SYSTEM

The average monthly value traded on the Home Broker system (retail in-vestors) has shown constant growth since its launch in 1999. Between 2007 and 2008 it grew from BRL15.2 billion to BRL27.5 billion, or 80.9%.

Home Broker system participation increased to 12% in of the value trad-ed and to 34.2% in the number of trades in 2008, compared to 8.6% and 27.7%, respectively, in 2007.

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MARKET MAKING PROGRAM

At the end of 2008, 81 securities issues (75 equities, three Brazilian De-positary Receipts and 3 Exchange-Traded Funds) utilized the service of market makers. In the fixed-income segment, five debenture issues also used this service.

It should be noted that 17 of the companies that used this service were able to be included in the main BM&FBOVESPA index portfolios, such as Ibovespa, IBrX-50 and IBrX-100, which further proves how much market makers can contribute to the promotion of equity trading.

The 13th of June 2008 was a special day for the Brazilian stock market. The Novo Mercado segment welcomed

its 100th listed company—OGX Petróleo e Gás Participações SA—which was the first IPO that was held at BM&FBOVESPA after the integration of the two exchanges.

BM&F SEGMENTThe derivatives markets ended 2008 with 391.6 million contracts, an 8.15% reduction in comparison to the 426.4 million contracts traded in the previous year. The financial volume was BRL28 trillion in 2008, down 13.43% from BRL32.4 trillion in 2007. The OTC market totaled USD12.000 in 2008.

FINANCIAL ASSETS

ID interest rate futures traded 166.9 million contracts in 2008; US Dollar futures traded 87.4 million contracts; and Ibovespa futures traded 20.2 million contracts.

At the end of the last trading session in December the derivatives market had 17.9 million contracts in open interest.

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AGRICULTURAL COMMODITIES

The BM&FBOVESPA agricultural derivatives market totaled 3.2 million contracts in 2008, up 47.7% from the previous year, when 2.2 million con-tracts were traded. The financial volume exceeded BRL81 million, a 75% increase over 2007.

The live cattle market has emerged as the most active BM&FBOVESPA ag-ricultural contract, representing 52% of the total trading volume, with 1.7 million contracts traded in 2008, compared to 940,000 in the previous year. Arabica coffee traded 838,000 contracts, up from 808,000 in 2007. Soybeans traded 292,000 contracts, up from 196,000; and corn traded 407,000 contracts, up from 208,000 in 2007.

At the last session of December 2008, open interest in the agricultural commodity markets was at 69,500 contracts.

The live cattle market accounted for 52% of the agricultural trading vol-ume, with 1.7 million contracts traded.

WEBTRADING

In 2008, 10.1 million mini futures contracts were traded through the WebTrading system. The mini Ibovespa accounted for 9.9 million con-tracts, compared to 10.7 million in the previous year.

The gold spot market (250 grams) traded 12,600 contracts, up 38.4% from 9,100 traded in 2007.

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MARKET DEVELOPMENT

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BOVESPA MAIS SEGMENTIn February 2008 BM&FBOVESPA implemented a special listing segment for the organized OTC market called Bovespa Mais, which is managed by the Exchange and regulated by the Brazilian Securities and Exchange Commis-sion (CVM).

The first company listed on the Bovespa Mais segment was Nutriplant Indús-tria e Comércio, which is a fertilizer company whose common shares began trading after a primary distribution of BRL20.7 million.

INDICESNew indices were launched in 2008: The MidLarge Cap (MLCX) and the SmallCap (SMLL). The first measures the return of a portfolio composed of the most capitalized companies on BM&FBOVESPA, and the second mea-sures the return of a portfolio composed of the least capitalized companies.

As for the Consumption Index (ICON) and the Real Estate Index (IMOB), their main objectives are to meet participants’ demands, expand investment strategies, provide new benchmarks for financial market products and allow for the launch of financial derivatives.

After these indices were launched, the number of equity indices calculated by BM&FBOVESPA increased to 14.

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EXCHANGE TRADED FUNDS Aiming to expand the range of its products, BM&FBOVESPA launched three new ETFs: The iShares Ibovespa, the iShares MidLarge Cap and the iShares SmallCap, all of which are managed by Barclays Bank SA.

DERIVATIVES CONTRACTSCASH SETTLED AND REGIONAL PRICE BASIS CORN FUTURES AND OPTIONS ON FUTURES

Launched in September, these contracts allow for the simultaneous trad-ing of both the cash settled futures contract and the physical delivery fu-tures contract, thereby reducing basis risk, increasing hedging efficiency and improving price reporting between the main Brazilian regions and the export market. In addition, they attract new market participants, such as industries, cooperatives, producers and exporters, thus increas-ing market liquidity.

BRAzILIAN SOVEREIGN CREDIT DEFAULT SWAP FUTURES

These contracts, which were admitted to trading in March 2008, are based on three-, five- and seven-year sovereign credit default securities issued by the Federative Republic of Brazil.

JAPANESE yEN AND EURO FUTURES

In October 2008 the Exchange presented to the market the new Euro and Japanese Yen futures contracts, which will be launched in 2009. These contracts represent the first joint initiative by BM&FBOVESPA and the CME Group to create a price discovery mechanism for these instruments based on important cross exchange rate products offered by both Ex-changes.

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METALS FORWARDS

Call and put flexible options on metal contracts were admitted to trading in May 2008.

CARBON CREDIT AUCTIONSIn September 2008 BM&FBOVESPA held its second auction of certified emission reductions (CERs) which were held by the São Paulo Municipal Government. The 713,000 CERs traded on that auction, which were ge-nerated under the Clean Development Mechanism (CDM) in a single lot, consisted of 454,343 credits originated from the Bandeirantes Landfill project and 258,657 from the São João Landfill project.

Mercuria Energy Trading SA, from Geneva, bought the lot for EUR19.20 per metric ton of carbon emissions, paying a total of EUR13.689 million (approximately BRL37 million) to the São Paulo Municipal Government. This winning bid was 35.21% above the minimum bid price of EUR14.20 per ton. There were ten auction participants, eight of whom submitted bids during the auction.

ELECTRONIC TRADING SySTEMSGLOBAL TRADING SySTEM (GTS)

In 2008 the BM&FBOVESPA electronic trading systems underwent several transformations and completed an important cycle of evolution.

The GTS system went through profound changes, among which were the full replacement of the old version of its software, the launch of the spot US Dollar electronic trading platform, the implementation of connectiv-ity via exchange of FIX-formatted messages, the authorization for trading via direct market access (DMA), and the integration with the CME Group’s Globex system.

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In May 2008 BM&FBOVESPA accomplished the migration process from the older GTS, which is a software developed and maintained by NYSE Euronext and licensed by the former BM&F, to the new GTS, which is a proprietary software developed and maintained by the BM&FBOVESPA IT programming team. On September 17, 2008, when the international financial crisis was at its peak, 48,783 trades were executed on the new GTS, setting a historical record and attesting to the system’s capacity.

In July 2008 the Exchange launched the GTS open communication in-terface, allowing market participants to connect to the system utilizing FIX-formatted messages, which are widely used by the financial industry for receiving market data and entering orders.

Forty-three institutions are connected to the GTS via FIX, consisting of 36 brokerage houses and 7 vendors.

Also in July the Exchange implemented the spot US Dollar electronic trad-ing platform on the GTS. Through this platform, banks and FX brokers are now able to buy and sell spot US Dollar anonymously and electronically. Their transactions are automatically registered by the BM&FBOVESPA Foreign Exchange Clearinghouse.

In August 2008 BM&FBOVESPA implemented trading via DMA on the GTS. On the launch date 23 brokerage houses were authorized to offer access via DMA to their customers. At the end of 2008 there were 31 au-thorized institutions.

In September 2008, after receiving the green light from the Commod-ity Futures Trading Commission (CFTC), BM&FBOVESPA implemented the CME Group (Globex)-to-BM&FBOVESPA (GTS) order routing system. This system allows foreign investors connected to the Globex to receive mar-ket data for the derivatives markets traded on the GTS, and submit orders.

In December 2008 BM&FBOVESPA authorized order routing to the GTS via DMA providers. In general, these providers connect to international investors via large data transmission networks, being able to channel substantial order flows to the electronic trading systems to which they are linked. BM&FBOVESPA has already signed agreements with two major DMA providers, which will begin to route orders to the GTS in the first quarter of 2009.

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Also in December 2008 BM&FBOVESPA held the first mock trading ses-sion to test the GTS-to-Globex order routing system. Eight institutions participated in the mock trading session, including BM&FBOVESPA bro-kerage houses and CME clearing firms.

MEGA BOLSA SySTEM

In June 2008 the Exchange completed the migration process of the soft-ware responsible for the BOVESPA segment Mega Bolsa matching engine, from version 380 to version 837, which increased the software’s speed and processing capacity.

Also in June 2008 hardware changes were introduced which, together with the implementation of the Mega Bolsa system version 837, allowed the system’s processing capacity to increase from 400,000 to 770,000 trades per day.

These changes helped the system to withstand the peak/stress situations observed in September and October 2008.

The Mega Bolsa system registered 414,401 trades on October 8, 2008, setting a historical record.

In addition, the Exchange made enhancements to the automated gateways (gateways 300, 310, 400 and 500), in terms of both performance and func-tionality, with a highlight to the introduction of new functionalities related to order modification and acceptance of new order types on auctions.

In December 2008 BM&FBOVESPA conducted training courses on how to uti-lize the Mega Bolsa station, which was attended by over 600 desk brokers. In the first quarter of 2009 the Mega Bolsa station will permanently replace the GLWIN trading terminals that are currently utilized by trading desks.

BROKERAGE HOUSES

At the end of 2008, BM&FBOVESPA had 142 brokerage houses, consisting of 82 stock brokerage houses and 66 commodity brokerage houses of which 36 held qualification seals issued by the PQO, which is a qualifica-tion program developed for the BM&F segment that is also being applied to the BOVESPA segment.

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MARKETPOPULARIzATION

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BM&FBOVESPA develops several programs to popularize its markets and explain the role of the New Exchange in trading products like equities, funds and futures contracts. In 2008 the total number of individual visi-tors reached 78,305 and the total number of service consultations was 21,683.

BM&FBOVESPA WHERE yOU ARE PROJECTThe Exchange continues to provide information about the equity and de-rivatives markets to the general public at universities, fairs, expositions and other places where large numbers of people converge, including summer beaches.

These initiatives are part of the BM&FBOVESPA Where You Are project, which was created in 2002 with the purpose of disseminating stock mar-ket concepts and attracting a greater number of participants. Since its inception, the project has already reached about half a million people throughout Brazil in over 5,000 events, originating 3,000 investment clubs—800 in 2008.

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Another module is called the Women in Action program, which focuses on familiarizing women with capital market concepts. The program has already been attended by over 30,000 women in 13 Brazilian states. In 2008 nine courses were held for 235 participants.

The BM&FBOVESPA Where You Are project—Agribusiness is the most recent module of the popularization program. Through this program, vis-its are made to the main Brazilian agribusiness cities to spread informa-tion about the Exchange markets.

In 2008 the basic concepts of the derivatives and equity markets were explained to over 2,000 participants in ten events, and clarifications were provided to over 2,800 people through the Exchangemobile blitzes dur-ing the events.

PROGRAMS 2008

BM&FBOVESPA Where you Are—Summer Beach

22,823 people

BM&FBOVESPA Where you Are—Agribusiness

4,809 people

BM&FBOVESPA Where you Are—University

2,076 institutions

BM&FBOVESPA Where you Are—Factory/Company

22 companies

BM&FBOVESPA Where you Are—Judiciary

5 events

Fairs and expositions

49 events

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MARKET PROMOTION

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BEST BRAzIL The BEST Brazil initiative ended the first round of road shows scheduled for 2008 with the participation of 310 nonresident investors in four of-ficial events and six simultaneous meetings. By promoting the first event in Dubai, it also included the Middle East in its agenda, followed by Lon-don, Luxemburg and Geneva.

Among the speakers in the event were the Brazilian National Treasury Deputy Secretary, the Central Bank of Brazil’s Monetary Policy Deputy Governor and a CVM commissioner. One of the issues of greatest inter-est to the foreign investors was the recently introduced IOF tax on fixed-income transactions.

The BEST Brazil program also included the 5th edition of the Nonresident Investor Relationship in the Brazilian Financial and Capital Markets/CMN Resolution 2689/2000 Conference.

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NEW MAGAzINE Replacing the magazines published by BOVESPA and BM&F, the maga-zine of the New Exchange (Revista da Nova Bolsa) is a symbol of their in-tegration as it is produced by the same staff members that were respon-sible for the former publications. But the scope of the new magazine has become wider by adding to the regular macroeconomic, capital market, derivatives and social responsibility related articles themes of a more general interest, such as the city of Sao Paulo and sports. The quarterly magazine circulates in printed format and on the Internet.

AGRICULTURAL MARKET ANALySISBesides providing an analysis of the BM&FBOVESPA agricultural com-modity markets, this publication also features articles written by special-ized journalists, who address important themes related to national and international agribusiness. The agricultural market analysis (Síntese Agro-pecuária) is only available on the Internet.

INTERNET The BM&FBOVESPA Website encompasses both the BOVESPA and BM&F markets. An average of 5 million pages is visited monthly by approxi-mately 15 million users.

Besides helping to disseminate institutional and operational information, some of the main goals of the Website are to provide access to market related information, recover historical data and transmit audio and video signals for the coverage of events held at Exchange.

BM&FBOVESPA also manages Websites and call centers geared to foreign trade in partnership with the following state governments: São Paulo, Rio de Janeiro, Minas Gerais, and Rio Grande do Sul.

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TV CENTERThe TV Center provides real-time information to television broadcasters directly from the Exchange floor and transmits conferences and events from its auditoriums for broadcast by the national TV networks.

Every day informational bulletins are generated, at two to five-minute intervals, and four 30-minute studio programs are produced for transmis-sion by the following TV channels specializing in financial market news: Bloomberg Television, Bandeirantes TV, Globo TV, Canal do Boi, Agrocanal and Canal Rural. The combination of these daily transmissions extends throughout Brazil, the Americas and Europe.

VENDORSIn 2008 BM&F had agreements with 29 different vendors, including Re-uters, Bloomberg and Agência Estado, for distribution of its market data, which altogether reached more than 26,000 terminals worldwide.

SEMINARS, CONFERENCES AND EXHIBITSINTERNATIONAL FIA CONFERENCE

On November 11-12, 2008, the Exchange participated in the Expo 2009 − 24th Annual Futures & Options Expo, organized by the Futures Industry Association (FIA) in Chicago. This event attracted 140 exhibitors.

The purpose of the FIA Expo is to promote products and services and share information on the derivatives market. More than 4,000 people from 20 countries visited the exhibit hall.

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OTHER EVENTS

In 2008 BM&FBOVESPA promoted several agribusiness related events, among which the following is highlight: 2008/2009 Annual Agribusiness Outlook Seminar, in partnership with the Ministry of Agriculture, Live-stock and Food Supply, with the support of the Brazilian Agribusiness As-sociation (ABAG).

In the financial area, the Exchange promoted the following conferences: BM&F and the CME Group Agreement – Expanding Business Opportu-nities through Global Distribution; and Corporate Hedge, in partnership with the São Paulo State Federation of Industries (FIESP), among others.

In addition, BM&FBOVESPA also participated in events related to the markets it manages as Agrishow, National Investor Relations and Capital Market Meeting, APIMEC Conference, Expo Money, Expocafé, and Inter-national Meat Production Chain Fair (FEICORTE).

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MARKETEDUCATION

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The Exchange develops various activities to inform and educate prospective investors. Giving priority to children, teenagers and college students, these educational activities include monitored visits to the BM&FBOVESPA Cultural Space, regional lectures, student contests and partnerships with educational institutions. These activities were attended by 198,630 people, including stu-dents and the general public, and 1,889 educational institutions.

The level of interest that the general public has in the equity and derivatives markets continued

to grow in 2008. Thus, far more than 400,000 Brazilians have taken part in the courses,

lectures and monitored visits provided by BM&FBOVESPA.

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BM&FBOVESPA TRADING CENTERThe room formerly occupied by the Exchange’s equity trading floor was transformed into the BM&FBOVESPA Trading Center, a place for monitored visitation with free access to people of all ages. In that space, groups of interested individuals receive information about how the market works and, among other attractions, watch mock trading sessions between in-vestors and brokers. The BM&FBOVESPA Trading Center has been visited by over 350,000 people since its inauguration.

BM&FBOVESPA aims to expand and intensify its market popularization programs, showing individuals and companies how the Exchange can serve future generations as a tool for generating savings and creating wealth.

EDUCAR PROGRAM Educar is a financial education program that promotes courses on how to manage one’s personal finances and is addressed to different age groups. Since its introduction in 2005, it has been attended by over 90,000 peo-ple—30,000 in 2008.

BM&FBOVESPA CHALLENGE PROGRAMCreated to promote financial education and introduce market concepts to public and private high school students, the BM&FBOVESPA Challenge expanded its coverage in 2008 from the São Paulo Metropolitan Area to the entire State of São Paulo. In addition, the team orientation teachers can now access a reserved space on the Exchange Website where they can find teaching aids.

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In its third edition, 505 schools from 134 cities participated in the BM&FBOVESPA Challenge program. Of that total 210 were randomly se-lected to take part in the playoffs for the 30 teams that were classified during the year, ending with five winners. The BM&FBOVESPA Challenge program mobilized 1,659 people, among students, teachers and family members, who joined the cheering crowd. Since 2006, 6,659 participants have participated in the program.

NORBERTO BOBBIO STUDy CENTERThis public center holds a rich collection of materials on political and le-gal philosophy, human rights and international relations, which serves as an intellectual catalyst for debate between representatives of the legal and academic communities, and members of the civil society. In 2008 the Center was visited by 1,550 people.

FOLHAINVEST SIMULATORThrough a ten-year partnership with the Folha de S. Paulo newspaper, the Exchange maintains the Folhainvest Simulator, which is an online simula-tor that provides its users with the opportunity of experiencing real-life market situations by managing a virtual stock portfolio.

Two-thousand eight was another successful year for the Folhainvest Simulator,

which had a total of 303,000 participants.

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BM&FBOVESPA SIMULATORThe BM&F Simulator enables its participants to execute transactions with coffee, live cattle, soybean, US Dollar and Ibovespa mini futures. Partic-ipants may choose a market where they can trade in accordance with their individual investment profiles.

Transactions executed in the simulation system are dynamic and mirror actual transactions carried out on the WebTrading platform, except for a 15–minute delay in relation to market price reporting.

At the end of 2008 the BM&FBOVESPA Simulator had more than 33,000 users.

Accomplished through a partnership with the Valor Econômico newspa-per, the BM&F Simulator project also includes the granting of awards to the users with the best performance in managing their virtual portfolios.

BM&FBOVESPA JOURNALISM AWARDThis award aims to recognize media contribution to the development of the Brazilian capital market. In its 20th edition the award, which included a new category—derivatives—registered a record number of participants, including 141 articles written by 81 journalists and published in 34 dif-ferent vehicles. Five cash prizes of BRL6,000.00 each were granted in the following categories: Two for the São Paulo-Rio Print Media, one for the Other State Capital and City Print Medias, one for Online Media and one for the Derivatives Media.

BM&FBOVESPA DERIVATIVES MARKET AWARDEach year the Exchange awards the authors of the best theses and dis-sertations with cash prizes and trips to the United States. In 2008 awards were granted to the following 2007 winning works: “Analysis of the Ef-

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fectiveness of Hedging Strategies and Dynamics for the Brazilian Arabica Coffee Market,” by André da Silva Müller, from the Federal University of Viçosa (UFV); and “Modeling Discontinuities in Finance through General-ized Hyperbolic Distributions,” by Aquiles Rocha de Farias, from the Uni-versity of Brasília (UnB).

MBA COURSE FOR JOURNALISTSFor seven years now BM&FBOVESPA has been offering the MBA in De-rivatives & Economic and Financial Information Course for journalists. Its program is managed by the University of São Paulo (USP)’s Business Administration Institute Foundation (FIA) and sponsored by the Brazilian Association of Newspapers (ANL). It is specifically designed for journal-ists who are specialized in the coverage of economic/financial news. The number of journalists who have thus far completed this postgraduate course exceeds 200.

BM&FBOVESPA INSTITUTE OF EDUCATIONResponsible for all the training and educational activities related to its markets, the BM&FBOVESPA Institute of Education provides the general public, financial market professionals and regulatory agency staff mem-bers with a high level of excellence in introductory, specialization and postgraduate courses. On the average 2,800 students attend these cours-es each year.

The library of BM&FBOVESPA has more than 8,000 titles in its collection and offers free research services for researchers, teachers and students.

In order to bridge the gap between the academic community and the capital and derivatives markets, BM&FBOVESPA also sponsors undergrad-uate classrooms in such renowned educational institutions as the Getulio

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Vargas Foundation (FGV), USP, the Armando Álvares Penteado Founda-tion (FAAP), the Campinas University (FACAMP), IBMEC, and the Pontifical Catholic University (PUC).

The BM&FBOVESPA Institute of Education is the main information dis-semination center for the Latin American equity and derivatives markets. In 2008 there were more than 4,000 students in its conventional and on-line programs, where it continually launches new courses that provide insight into the latest market developments.

In 2008, 119 students attended the MBA in Derivatives and the MBA in Pricing and Risk courses, both of which

are recognized by the Brazilian Ministry of Education.

The programs of the BM&FBOVESPA Institute of Education are designed to fit the needs of a variety of professional profiles.

The introductory courses provide the main concepts for understanding how markets work; the professional qualification courses revise and con-solidate financial market concepts; and the specialization courses (MBA in Derivatives and MBA in Pricing and Risk/USP) concentrate on specific top-ics and increase the competencies of professionals working in these fields.

The BM&FBOVESPA Institute of Education’s Understanding the Stock Market Course had a

total enrollment of 235 participants in 2008.

CONVENTIONAL AND ONLINE COURSES In 2008 the conventional courses, which include postgraduate, special-ization, short/medium-term courses, had a total enrollment of 2,325 stu-dents. The online courses, which are composed of mixed and/or individ-ual programs, had a total enrollment of 1,353 students.

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TRADEMARK MANAGEMENT

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During the 6th through the 10th of November 2008, BM&FBOVESPA orga-nized an ad campaign highlighting the fact that Brazil is an international leader in settlement, collateral management and custody systems.

This campaign coincided with a meeting held in the city of São Paulo between the Finance Minister of Brazil and central bank governors of the G20 countries, which is an economic forum consisting of the world’s 20 largest economies.

The ads were designed to demonstrate that, through the ascension of its capital markets and financial services industry, Brazil has taken its rightful place among the global leaders of finance. For the benefit of the visiting G20 authorities the ads were produced both in Portuguese and English.

Regarding the consolidation of the BM&FBOVESPA trademark through spontaneous media, the negative exposure indices were never above a 10% level. In 2008, 17,198 articles mentioning the Exchange were publi-shed in the mainstream media.

During an interview with the international press in November 2008, Brazil’s Finance Minister recommended the settlement,

collateral management and custody systems of the BM&FBOVESPA clearinghouses as world-class model to be followed.

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SOCIAL AND ENVIRONMENTAL

RESPONSIBILITy

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After the BOVESPA and BM&F integration, all the social responsibility activ-ities were centralized at the New Exchange, as follows: The BM&FBOVESPA Institute of Education, which includes the Sports and Cultural Center of the Paraisópolis community and the Environmental and Social Invest-ment Exchange (BVS&A); the APBM&FBOVESPA job training association; the Athletics Club; and the Cultural Space in downtown São Paulo.

In addition to these programs, BM&FBOVESPA maintains the Website In Good Company, whose purpose is to recognize the good corporate prac-tices of listed companies, and the Corporate Sustainability Index (ISE), which was created to measure the return on a theoretical portfolio com-posed of shares of companies that are strongly committed to social re-sponsibility and corporate sustainability, chosen from among the 150 most actively traded stocks at the Exchange.

BM&FBOVESPA also assists charitable institutions dedicated to different needs and diverse publics, such as the treatment of cancer, multiple sclero-sis, chemical dependence, AIDS and mental disorders. The Institute also pro-vides support for day care centers, orphanages and homes for the elderly.

BM&FBOVESPA INSTITUTE FOR SOCIAL AND ENVIRONMENTAL RESPONSIBILITy The Institute’s main purpose is to provide education to children and teens. Among its activities, the following should be highlighted: Refresher and

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supplementary courses, job training, instruction about the basic concepts of democracy, environmental preservation and conservation, and participa-tion in organized sports. In addition, the Institute seeks to create conditions that foster the participation of other companies and the society at large in these types of activities.

The Institute is also responsible for managing the Environmental and So-cial Investment Exchange (BVS&A) program, which functions as a meet-ing place for those investors who wish to contribute to the advancement of educational and environmental programs in Brazil.

JOB TRAINING ASSOCIATION The APBM&FBOVESPA is committed to promoting the social inclusion of thousands of underprivileged teenagers through initiatives that not only transform the present, but also ensure their future. It offers the following pro-grams: Employment Capacitation, Do-It-All and Beauty Parlor. In 2008 these programs were attended by more than 400 youths.

ATHLETICS CLUB The Club sponsors 90 athletes and has helped make the country a world class competitor in track-and-field. In 2008 BM&FBOVESPA presented gold bars to the athletes of the Athletics Club who were medal winners at the Beijing Olympics. A total of 10.1kg of gold was awarded, as follows: 1kg of gold for gold medal winners, 0.5kg of gold for silver medal winners and 250g of gold for bronze medal winners.

CULTURAL SPACE The BM&FBOVESPA Cultural Space has positioned itself as a dissemination center for the visual arts which embraces a wide range of artistic trends and expressions. Visitors to the Cultural Space are given the opportunity to view works of art by renowned Brazilian and foreign artists, as well as unique exhibi-tions of historic nature. In 2008 the four major exhibitions held at the Cultural Space were attended by more than 30,000 visitors.

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HUMANPATRIMONy

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In 2008, as the process of integration between the exchanges was unfold-ing, BM&FBOVESPA adopted a program of synergies aimed at reducing operating expenses and, therefore, encouraging the continuation of a result-oriented culture.

The new organizational structure has not only maintained the quality and efficiency standards of BOVESPA and BM&F as the foundation of the New Exchange, but it has also allowed for the development of new ac-tions that are even more committed to process optimization and synergy building.

STAFF REALIGNMENTThe new organizational structure was completed by the end of August, resulting in a 20.9% reduction in the number of employees and out-sourced workers. It should be noted that the total number of employees at the close of 2008 stood at 1,168.

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COMPENSATION POLICyBM&FBOVESPA seeks to adequately compensate its employees accord-ing to their skills and responsibilities by adopting a compensation policy that is compatible with the marketplace and monitored through salary surveys conducted with the support of specialized consultants.

HEALTHCAREBM&FBOVESPA provides its employees with medical and dental care, life insurance and a private pension plan. It also maintains the Occupational Health and Medical Control Program which conducts annual flu vaccina-tions and campaigns for the prevention of glaucoma, high cholesterol, high blood pressure, obesity and diabetes among others.

In 2008 a total of 21,409 ambulatory services were provided by BM&FBOVESPA.

PRIVATE PENSION FUNDThe MERCAPREV private pension fund is a defined contribution retire-ment plan. The total contributions made by BM&FBOVESPA to the MER-CAPREV fund reached BRL2.8 million in 2008.

HUMAN RESOURCESBIO RITMO FITNESS CENTER

The Bio Ritmo Fitness Center is a full-service gym which is located 200 meters away from the BM&FBOVESPA headquarters building, where em-ployees are given free enrolment and medical check-ups as well as sub-sidized monthly fees. In 2008, 177 people participated in this program.

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ANTI-STRESS CENTER

BM&FBOVESPA sponsors an Anti-stress Center located within the premises of the Bio Ritmo Fitness Center. In 2008 the Anti-stress Center registered a total of 7,007 visits from Exchange employees, associates and interns. Also, 12,644 therapeutic sessions of shiatsu were given by professionals from the Shiozawa Preventive Health Company.

DISTANCE RUNNERS

The practice of physical exercise and sports is a valuable ally in combat-ing the daily stress of the BM&FBOVESPA staff members, while provid-ing them with a number of other benefits to their general health and well-being. This program has attracted an increasing number of employ-ees, floor brokers and traders, runners and interns in pursuit of a better physical condition, weight loss and fitness. Members of the group train at the Ibirapuera Park track-and-field facility and are coached by an experi-enced personal trainer.

In 2008 the BM&FBOVESPA distance runners participated in competi-tions, including the São Silvestre International Race in São Paulo, the Rio de Janeiro International Half Marathon, the São Paulo Marathon, the 10th São Paulo City Trophy, Nike 10k, Adidas Seasons Circuit, Track & Fields Run, the GRAAC 10k, and the Arrastão Project.

EMPLOyEE NEWSLETTER

The main purpose of the employee newsletter is to keep internal com-munication channels open, in order to encourage cooperative employee relationships and reinforce BM&FBOVESPA’s guiding principles. The em-ployee newsletter is available on the Intranet.

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CORPORATE GOVERNANCE

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The Novo Mercado segment stands for commitment: Commitment to strict

corporate governance rules, business transparency and ethics.

BM&FBOVESPA SA is a company that has incorporated solid corporate governance practices into its corporate structure and has established high standards for the activities related to its management and to the self-reg-ulation of its registration, trading, clearing and settlement systems.

Its corporate governance structure includes the Board of Directors and the Executive Board, which receive assistance from the following bod-ies: Audit Committee, Ethics Committee, Nomination and Compensation Committee, Norms and Regulatory Policies Committee, and Risk and Market Committee.

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Manoel Felix Cintra NetoDirector

Julio de Siqueira Carvalho de AraújoDirector

René Marc KernDirector

Gilberto MifanoChairman

Ary Oswaldo Mattos FilhoVice-Chairman

Independent Director

BOARD OF DIRECTORS

Craig donohueDirector

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Roberto RodriguesIndependent Director

Marcelo TrindadeIndependent Director

Luiz Gonzaga de Mello BelluzzoIndependent Director

Gustavo Henrique de Barroso FrancoIndependent Director

José Roberto Mendonça de BarrosIndependent Director

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FINANCIAL STATEMENTS

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REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and StockholdersBM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros

We have audited the accompanying balance sheet of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”) and the con-solidated balance sheet of BM&FBOVESPA and its subsidiaries (“Consoli-dated”) as of December 31, 2008 and the related statements of income, of changes in stockholders’ equity, of cash flows and of value added of BM&FBOVESPA, as well as the related consolidated statements of income, of cash flows and of value added, for the year then ended. These financial statements are the responsibility of the Company’s management. Our re-sponsibility is to express an opinion on these financial statements.

We conducted our audit in accordance with approved Brazilian auditing standards, which require that we perform the audit to obtain reasonable assurance about whether the financial statements are fairly presented in all material respects. Accordingly, our work included, among other procedures: (a) planning our audit taking into consideration the signifi-cance of balances, the volume of transactions and the accounting and

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internal control systems of the Companies, (b) examining, on a test basis, evidence and records supporting the amounts and disclosures in the fi-nancial statements, and (c) assessing the accounting practices used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, the financial statements audited by us present fairly, in all material respects, the financial position of BM&FBOVESPA and of BM&FBOVESPA and its subsidiaries at December 31, 2008, and the results of operations, the changes in stockholders’ equity, cash flows and value added of BM&FBOVESPA for the year then ended, as well as the consoli-dated results of operations, cash flows and value added of BM&FBOVESPA and its subsidiaries for the year then ended, in accordance with account-ing practices adopted in Brazil.

As described in Note 1 to the financial statements, the Company was in-corporated on December 14, 2007 and did not have any operating activi-ties until May 8, 2008, when the exchanges merged. Accordingly, the com-parative financial statements for the prior year are not being presented.

São Paulo, March 17, 2009

PricewaterhouseCoopersAuditores IndependentesCRC 2SP000160/O-5

Ricardo BaldinAccountant CRC 1SP110374/O-0

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Assets Notes BM&FBOVESPA Consolidated

Current assets 1,904,077 1,965,461

Cash and cash equivalents 4 40,921 40,227

Financial investments 4 1,685,145 1,744,069

Accounts receivable – net 5 104,481 105,169

Other receivables – net 6 7,468 9,933

Taxes recoverable and prepaid 9,539 9,540

Deferred income tax and social contribution 20 48,594 48,594

Prepaid expenses 7,929 7,929

Non-current 18,342,857 18,464,628

Long-term receivables 641,653 808,863

Financial investments 4 468,892 629,945

Other receivables – net 6 6,576 11,361

Deferred income tax and social contribution 20 73,476 73,476

Judicial deposits 92,513 93,885

Prepaid expenses 196 196

Investments 7 1,407,909 1,318,282

Interest in subsidiaries 92,063 –

Other investments 1,315,846 1,318,282

Property and equipment 8 203,708 247,850

Intangible assets 9 16,089,587 16,089,633

Goodwill 16,064,309 16,064,309

Software and projects 25,278 25,324

Total assets 20,246,934 20,430,089

BALANCE SHEET at December 31, 2008 (In thousands of reais)

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BALANCE SHEET at December 31, 2008 (In thousands of reais)

Liabilities and shareholders’ equity Notes BM&FBOVESPA Consolidated

Current liabilities 909,932 1,075,744

Collateral for transactions 18(b) 585,963 585,963

Earnings and rights on securities in custody 10 36,020 36,020

Suppliers 18,392 18,442

Salaries and social charges 20,288 20,806

Provision for taxes and contributions payable 11 40,065 40,254

Income tax and social contribution – 2,652

Financing 13 4,087 4,087

Dividends and interest on own capital payable 194,984 194,984

Redemption of preferred shares to be settled 12 4,132 4,132

Other accounts payable 14 6,001 168,404

Non-current 45,278 62,621

Long-term liabilities 45,278 46,729

Provision for contingencies and legal obligations 15 43,657 46,160

Other accounts payable 14 1,621 569

Minority interest in subsidiaries – 15,892

Shareholders’ equity 16 19,291,724 19,291,724

Capital 2,540,239 2,540,239

Capital reserve 16,606,853 16,606,853

Revaluation reserves 24,131 24,131

Legal reserve 3,453 3,453

Statutory reserves 302,928 302,928

Treasury stock (185,880) (185,880)

Total liabilities and shareholders’ equity 20,246,934 20,430,089

The Explanatory Notes are available on the Exchange Website at www.bmfbovespa.com.br, under the Investor Relations section, 2008 Financial Information.

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STATEMENT OF INCOME year ended December 31, 2008 (In thousands of reais, unless otherwise stated)

Notes BM&FBOVESPA Consolidated

Operating revenues 994,037 1,783,358

Trading and/or settlement system – BM&F 622,907 634,230

Derivatives 601,275 601,275

Foreign exchange 21,302 21,302

Assets 330 330

Bolsa Brasileira de Mercadorias (Brazilian Commodities Exchange) – 7,865

Bank – 3,458

Trading and/or settlement system – Bovespa 295,401 1,050,774

Negotiation – trading fees 179,374 635,091

Transactions – clearing and settlement 66,925 259,355

Loans of marketable securities 9,774 48,528

Listing of marketable securities 10,487 29,776

Depository, custody and back office 22,379 62,523

Trading participant access 6,462 15,501

Other operating revenues 75,729 98,354

Vendors – quotations and market information 30,506 43,359

Commodity classification fee 3,535 3,535

Other 24 41,688 51,460

deductions of revenue (104,176) (181,347)

Transfer of fees – Bovespa (4,104) -

PIS and COFINS taxes (90,514) (162,752)

Taxes on services (9,558) (18,595)

Net operating revenue 889,861 1,602,011

Operating expenses (448,518) (723,658)

Administrative and general

Personnel and related charges (173,390) (247,349)

Data processing (83,962) (141,282)

Depreciation and amortization (22,126) (35,140)

(to be continued)

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Notes BM&FBOVESPA Consolidated

Outsourced services (37,355) (44,043)

Maintenance in general (9,822) (13,536)

Communications (8,108) (18,721)

Rents (3,089) (4,351)

Supplies (2,695) (3,629)

Promotion and publicity (20,733) (29,602)

Taxes (454) (1,655)

Board and committee members’ compensation (6,582) (9,219)

Integration expenses 22 (58,537) (129,576)

Sundry 21 (21,665) (45,555)

Equity in the results of subsidiaries 7 386,402 –

Goodwill amortization 9 (324,421) (324,421)

Financial results 171,588 305,972

Financial income 199,667 364,859

Financial expenses (28,079) (58,887)

Income before taxation of profit 674,912 859,904

Income tax and social contribution 20 (c) (29,316) (212,741)

Current (142,392) (331,879)

Deferred 113,076 119,138

Minority interest – (1,567)

Net income for the year 645,596 645,596

Outstanding shares at the end of the year 2,010,990,091 2,010,990,091

Net income per share at the end of the year (in reais) 0.321034 0.321034

The Explanatory Notes are available on the Exchange Website at www.bmfbovespa.com.br, under the Investor Relations section, 2008 Financial Information.

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STATEMENT OF CHANGES IN STOCKHOLDERS’ EqUITy (In thousands of reais)

Revenue reserves

Revaluation Statutory Treasury

Capital reserve Legal reserves stock Retained

Note Capital reserve (Note 16(d)) reserve (Note 16(e)) (Note 16(b)) earnings Total

At december 31, 2007 1 – – – – – – 1

Merger of BM&F S.A. 1 1,010,785 1,175,121 24,711 3,453 401,447 – – 2,615,517

Initial recognition of stock option plan – CPC 10 19 229,519 – – (229,519) – – –

Initial recognitiont of financial lease contracts – CPC 06

– – 3,567 – – 3,567

Merger of shares of Bovespa Holding 1 1,526,237 16,415,854 – – – – – 17,942,091

Redemption of preferred shares 12 – (1,240,000) – – – – – (1,240,000)

Issue of shares – stock option plan 16 3,216 – – – – – – 3,216

Realization of revaluation reserve – subsidiaries – – (580) – – – – (580)

Repurchase of shares 16 – – – – – (192,448) – (192,448)

Disposal of treasury stock 19 – – – – – 6,568 (5,401) 1,167

Recognition of stock option plan 19 – 26,359 – – – – – 26,359

Net income for the year – – – – – – 645,596 645,596

Appropriation of net income:

Dividends 16(c) – – – – – – (203,644) (203,644)

Interest on own capital 16(c) – – – – – – (309,118) (309,118)

Statutory reserves – – – – 127,433 – (127,433) –

At december 31, 2008 2,540,239 16,606,853 24,131 3,453 302,928 (185,880) – 19,291,724

The Explanatory Notes are available on the Exchange Website at www.bmfbovespa.com.br, under the Investor Relations section, 2008 Financial Information.

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STATEMENT OF CASH FLOWSyear ended December 31, 2008 (In thousands of reais)

BM&FBOVESPA Consolidated

Cash flows from operating activities

Net income for the year 645,596 645,596

Adjustments for:

Depreciation and amortization 22,126 35,140

Profit on sale of property and equipment 69 2,527

Deferred income tax and social contribution (113,076) (119,138)

Equity in results of subsidiaries (386,402) –

Expenses related to the stock option plan 26,359 26,359

Goodwill amortization 324,421 324,421

Interest expenses 18,531 18,531

Sundry (10,169) 9,506

Variation in financial investments and collateral for transactions 1,334,603 1,096,446

Variation in taxes recoverable and prepaid 104,431 (2,115)

Variation in accounts receivable 40,749 48,945

Variation in other receivables 3,085 49,658

Variation in prepaid expenses 4,465 3,663

Variation in judicial deposits (12,366) (64,186)

Variation in earnings and rights on securities in custody (598) 8,023

Variation in suppliers (4,564) (3,034)

Variation in provision for taxes and contributions payable (18,081) 4,316

Variation in provisions for income tax and social contribution (185,984) (105,713)

Increase in salaries and social charges (17,053) (5,604)

Variation in other liabilities (13,309) (30,950)

Variation in provision for contingencies 3,159 11,827

Net cash provided by operating activities 1,765,992 1,954,218

Investing activities

Receipt on sale of property and equipment 765 7,819

Payment for purchase of property and equipment (32,406) (56,544)

Cash and cash equivalents merged/consolidated 94,373 10,816

(to be continued)

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BM&FBOVESPA Consolidated

Variation in interest in subsidiaries (437) 1,353

Variation in software and projects (7,834) (21,616)

Net cash from (used in) investing activities 54,461 (58,172)

Financing activities

Capital increase 3,216 3,216

Disposal of treasury stock – stock options exercised 1,167 1,167

Repurchase of shares (192,448) (192,448)

Payments of financing (2,841) (2,841)

Short term borrowings 500,000 500,000

Short term borrowings repaid (518,531) (518,531)

Redemption of preferred shares (1,235,868) (1,235,868)

Payment of dividents and interest on own capital (334,227) (410,514)

Net cash provided by financing activities (1,779,532) (1,855,819)

Net increase in cash and cash equivalents 40,921 40,227

Change in cash and cash equivalents

Cash and cash equivalents at the beginning of the year – –

Cash and cash equivalents at the end of the year 40,921 40,227

Net increase in cash and cash equivalents 40,921 40,227

STATEMENT OF CASH FLOWSyear ended December 31, 2008 (In thousands of reais)

The Explanatory Notes are available on the Exchange Website at www.bmfbovespa.com.br, under the Investor Relations section, 2008 Financial Information.

872008 ANNUAL REPORT |

BM&FBOVESPA Consolidated

1 – Revenues 994,037 1,783,358

Trading and/or settlement system 918,308 1,685,004

Other operating revenues 75,729 98,354

2 – Goods and services acquired from third parties 246,981 425,944

Operating expenses (a) 246,981 425,944

3 – Gross value added (1-2) 747,056 1,357,414

4 – Retentions 346,547 359,561

Goodwill amortization 324,421 324,421

Depreciation and amortization 22,126 35,140

5 – Net value added produced by the company (3-4) 400,509 997,853

6 – Value added transferred from others 586,069 364,859

Equity in results of subsidiaries 386,402 -

Financial income 199,667 364,859

7 – Total value added to be distributed (5+6) 986,578 1,362,712

8 – distribution of Value Added 986,578 1,362,712

Personnel and related charges 173,390 247,349

Board and committee members’ compensation 6,582 9,219

Income tax, taxes and contributions (b) 129,842 395,743

Interest and rents (c) 31,168 63,238

Minority interest in subsidiaries - 1,567

Interest on own capital and dividends 512,762 512,762

Loss on Disposal of treasury stock 5,401 5,401

Reserves recorded 127,433 127,433

STATEMENT OF VALUE ADDED year ended December 31, 2008 (In thousands of reais)

(a) Operating expenses (excludes personnel, Board and committee members’ compensation, depreciation, rents and taxes and includes transfer of trading fees – Bovespa (b) Including: taxes, PIS, COFINS, ISS and income tax and social contribution (current and deferred)(c) Including: rents and financial expenses

The Explanatory Notes are available on the Exchange Website at www.bmfbovespa.com.br, under the Investor Relations section, 2008 Financial Information.

88 | 2008 ANNUAL REPORT

AUDIT COMMITTEE REPORT

INTRODUCTORY INFORMATION

After the processes of demutualization and initial public offering for BOVESPA and BM&F were concluded in 2007, their activities were inte-grated on May 5, 2008, through the creation of BM&FBOVESPA. This in-tegration was concluded with the incorporation of BVSP and CBLC by BM&FBOVESPA on November 28, 2008, along with other resolutions ad-opted at their relevant Shareholders’ Meetings. Due to these corporate events, the Audit Committee was recomposed by the following mem-bers: Luiz Nelson Guedes de Carvalho, Gustavo Henrique de Barroso Franco, Marcelo Fernandez Trindade, Paulo Roberto Simões da Cunha, and Sérgio Darcy da Silva Alves.

BM&FBOVESPA plays a central role in the Brazilian securities market, es-pecially in regard to equities and derivatives. In view of these areas of activity, BM&FBOVESPA is subject to the regulation and oversight of the Brazilian Securities and Exchange Commission (CVM), particularly con-cerning the provisions set forth in CVM Instruction 461, of October 23, 2007. Furthermore, due to the systemic relevance of its clearinghouses, as defined in article 4 of Law 10214, of March 27, 2001, BM&FBOVESPA is also subject to the oversight of the Central Bank of Brazil.

COMPETENCIES AND RESPONSIBILITIES

The BM&FBOVESPA management is responsible for the design and imple-mentation of management information systems that generate financial statements in compliance with corporate legislation, Brazilian account-ing practices and CVM rules and regulations.

892008 ANNUAL REPORT |

In addition, its management is responsible for processes, policies and internal control procedures that ensure the safeguarding of assets, the prompt acknowledgement of obligations, and the elimination or reduc-tion of the company’s risk factors to acceptable levels.

The internal audit area is responsible for assessing the quality of the BM&FBOVESPA internal control systems and the adequacy of the policies and procedures instituted by management, including those applicable to the preparation of financial reports.

The independent audit is responsible for reviewing the financial state-ments and issuing an opinion on their adherence to accounting prin-ciples. In addition, as a direct result of the work in connection with the issuance of the above mentioned opinion, the independent audit is re-sponsible for elaborating a report with recommendations on accounting procedures and internal controls, notwithstanding other reports which may also be required, such as limited reviews on a quarterly basis.

The functions of the Audit Committee were defined by CVM Instruction 461/2007. BM&FBOVESPA is currently adapting its rules to the aforemen-tioned Instruction, as referred to in article 122. In spite of this, the provi-sions of that Instruction regarding the functions of the Audit Committee are fully contemplated in the BM&FBOVESPA Bylaws.

The Audit Committee bases its judgments and forms its opinions by con-sidering the information it receives from management, the representa-tions made by management regarding information systems, financial statements and internal controls, and the results of the work performed by both internal and independent auditors.

AUDIT COMMITTEE ACTIVITIES

The Audit Committee meets regularly on a monthly basis. In 2008, under its current composition, the Committee held 12 regular meetings and 4 special meetings, for which 56 meetings were held with management,

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internal and independent auditors, and other interlocutors. The Commit-tee Coordinator held 2 meetings with the Board of Directors.

Meetings with managementThe Committee held meetings with the BM&FBOVESPA officers and their teams in order to understand the structures, processes and operational activities of their respective areas, the occasional deficiencies in their control systems, the improvement plans to counter those deficiencies, and the alterations resulting from the integration between BOVESPA and BM&F.

The following discussion points were highlighted from among the issues that required the Committee’s attention:

(a) Adaptation to the new Brazilian corporate accounting system and enhancement of the controls related to the generation of financial statements;

(b) Follow-up on the actions taken by management during the crisis that hit the international markets in the second half of 2008, including those related to the central counterparty function, as referred to be-low;

(c) Follow-up of the issues related to the general information technology controls.

Meetings with the independent auditorsThe Committee held meetings with the independent auditors to familiar-ize itself with the independence policy those auditors would follow dur-ing the execution of their work, the risk analysis related to their work, the planning they would use to determine the nature, time and extension of their main audit procedures, the possible focus points they had identified and how those points would be audited. At the end of the work related to the limited review of the applicable quarterly information (ITR) and to the preliminary audits for the period ended December 31, 2008, and upon the commencement of the work related to the final audit for said period, the remaining areas of audit risk and their respective audit procedures were examined again during specific meetings. All the points deemed

912008 ANNUAL REPORT |

relevant were discussed not only to assess the potential risks related to the financial statements and corporate events, but also to mitigate those risks through audit and control procedures.

Meetings with the Internal Audit OfficerThe Internal Audit Officer is permanently invited to the Audit Commit-tee meetings. Furthermore, a space is reserved for discussions related to work methodologies, specialized external support, reports on the perfor-mance of audit work and the findings of said reports, when concluded.

Other requested servicesAnticipating the application of article 75 of CVM Instruction 461/2007, the Audit Committee requested that independent specialists be engaged to assess the counterparty risk management infrastructure based on best market practices and to review the level of compliance with the current routines and procedures that are required by the BM&FBOVESPA internal policies in regard to the management of those risks. These projects were performed in the months of October and December of 2008.

MAIN COMMENTS AND RECOMMENDATIONS FROM THE AUDIT COMMITTEE

The issues that are relevant for the quality of both the internal controls and the accounting procedures during the fiscal year, within the con-text of the transformation of the two formerly not-for-profit entities into publicly-held companies, were diagnosed by management, with the par-ticipation of top executives. The resulting action plans were substantially implemented to eliminate or mitigate the internal control problems as-sociated with the preparation of financial reports, and all this work was monitored by the Audit Committee in a prompt and detailed manner.

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The Audit Committee recommended that emphasis should continue to be placed on enhancements by consolidating all alterations that have been identified as necessary in the controls environment, especially those of information technology, and to complete the implementation of definitive procedures in substitution for the provisional procedures that were adopted as mitigating elements in the solutions that require longer completion time frames. It also equally recommended that management make a full assessment of the suggestions provided by the independent specialists on central counterparty risk management.

CONCLUSIONS

The Audit Committee has been following the progress of the general information technology controls and the medium and long-term action plans, whose implementations will allow for a definitive assessment.

The opinion of the Audit Committee, based on the conclusions of the in-dependent specialists, is that the procedures related to counterparty risk management meet the basic requirements derived from a philosophy of prudence and security in performing collateral calculations.

Based on the plans submitted by the independent and internal auditors, and the subsequent discussions about their findings, the Audit Commit-tee has concluded that the work performed by those teams was appro-priate for the business needs of BM&FBOVESPA.

The opinion of the Audit Committee is that the BM&FBOVESPA internal controls that guided the process for the preparation of the financial state-ments for the period ended December 31, 2008 were satisfactory. This includes the controls that were in effect on a permanent basis and those that were implemented on a provisional basis.

The Audit Committee deems that all the relevant facts provided to it in the course of the work performed and described in this report are ade-

932008 ANNUAL REPORT |

quately included in the Management Report and in the audited financial statements for the period ended December 31, 2008.

São Paulo, March 17, 2009

L. Nelson Carvalho, Coordinator and Independent Audit Committee Member

Paulo Roberto Simões da Cunha, Independent Audit Committee Member

Sérgio Darcy da Silva Alves, Independent Audit Committee Member

Gustavo H.B. Franco, Independent Member of the BM&FBOVESPA Board of Directors and Audit Committee Member

Marcelo Fernandez Trindade, Independent Member of the BM&FBOVESPA Board of Directors and Audit Committee Member

CREDITS

COORDINATORAlcides Ferreira

WRITER AND EDITORRose Jordão

TRANSLATORGerson Schiefer and João Roberto Moris

GRAPHIC DESIGNER AND DESKTOP PUBLISHERSGlauce Sayar, José Roberto Saglietti, and Ronald Capristo Trapino

REVISERSDavid Underwood, Glauce Rocha, and Patrícia Brighenti

COLLABORATORRogerio Guerra

PHOTOSAgência Luz

PRINTERPancrom Indústria Gráfica

COPIES500

ACKNOWLEDGEMENTSDPz, Edifício Altino Arantes, Edifício Copan, Edifício Mirante do Vale, Museu da Língua Portuguesa, Museu do Futebol, and Sesc Paulista

LUIZ

PRA

DO

/LU

Z

BM&FBOVESPA S.A. - Securities, Commodities and Futures ExchangePraça Antonio Prado, 48 01010-901 São Paulo, SP, Brazil 55-11-3119-2000 Fax 55-11- 3107-9911Rua XV de Novembro, 275 01013-001 São Paulo, SP Brazil 55-11-3233-2000 Fax 55-11- 3242-3550

www.bmfbovespa.com.br

REPORTANNUAL2008