Extraordinary Shareholders' Meeting - 05.20.2016 - Practical Guide

8/18/2019 Extraordinary Shareholders' Meeting - 05.20.2016 - Practical Guide

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,

EXTRAORDINARY SHAREHOLDERS

MEETING OF BM&FBOVESPA

5/20/2016


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São Paulo

April 15, 2016

Dear Shareholder,

On behalf of the Board of Directors, it is my pleasure to invite you to attend the Extraordinary

General Meeting of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros

convened for May 20, 2016, at 3:00 p.m., exceptionally not at its head offices but at 275 Rua

XV de Novembro, Centro, in the city of São Paulo, São Paulo State, in accordance with the

Notice of Meeting to be published in the São Paulo State Official Gazette ( Diário Oficial do

Estado de São Paulo ) on April 16, 2016, and the daily newspaper Valor Econômico on April

18, 2016.

In this introductory letter I would like to make some brief but important points about the

EGM’s main focus, to which most of the decisions on which you will be asked to vote will be

related.

The combination of BM&FBOVESPA’s operations with those of CETIP S.A. – Mercados

Organizados (“CETIP”) will create a world-class financial market infrastructure company of

major systemic significance, prepared to compete in an increasingly sophisticated and

challenging global marketplace while enhancing the security, solidity and efficiency of the

Brazilian market.

Integration of the companies’ activities will significantly strengthen the combined entity’s

business model and extend its revenue diversification, while enabling financial institutions,

custodians, registrars, asset managers and brokerage houses to consolidate their

processes and back-office systems, significantly reducing costs and operational risks

throughout the financial system, and enhancing efficiency in interactions with the

supervisory authorities for the financial and capital markets.

In light of the companies’ complementarity, their combination will mean gains for customers,

market participants, investors, and corporates that require funding to invest or financial

instruments to manage their risks. In addition to cost efficiencies, one of the main benefits

of the new venture will be enhanced capital efficiency for customers, given the possibility of

using over-the-counter and exchange-traded derivatives in one and the same central

counterparty.

Particularly important for our own shareholders is the expectation that combining the

activities of the two companies will increase revenue diversification and capture synergiesestimated at 10% of the combined organization by the third year, strengthening the new


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company’s strategic position in the long run.

In this context we invite you to participate in this event that will transform the history not just

of BM&FBOVESPA but also of Brazil’s financial and capital markets. Approval of the

proposals detailed in the present document is necessary for the transaction to be formallyimplemented, and also for the new combined company to be managed so as to capture the

countless business opportunities that will present themselves, without relinquishing the

values shared by both companies, especially excellence in technology, operation and risk

management, as well as prudence and financial robustness.

The EGM will be asked to approve the merger into BM&FBOVESPA of Companhia São

José Holding (formerly Netanya Participações e Empreendimentos S.A.) (the “Holding

Company”). This merger will be necessary in the context of a corporate reorganization

designed to implement the combination. After the corporate events to be implemented

concurrently with this EGM, the new merged entity will hold 100% of CETIP’s shares.

Absorption of the Holding Company will be effected by means of the issuance of new shares

of stock in BM&FBOVESPA, which will thereby increase its free float and welcome CETIP’s

former shareholders into its ownership structure.

The EGM will also be asked to approve a number of amendments to the company’s bylaws

made necessary by the combination with CETIP, as well as other alterations deemed

relevant above all from the governance standpoint.

Allow me to bring to your notice, in particular, that as part of the transaction we propose to

increase the maximum number of members of the Board of Directors from 11, as stipulated

by the present bylaws, to 13 for the next two years. This proposal has already been

announced to the market. The two additional seats on the Board will be filled by members

of CETIP’s current management, who will bring to our Board their valuable knowledge of

CETIP’s business, while also strongly supporting the process of integration of our two

companies.

I also want to stress that we are proposing the adaptation and enhancement of

BM&FBOVESPA’s already successful corporate governance model to encompass the over -

the-counter and credit operation support businesses that will be absorbed by virtue of the

combination with CETIP. This includes formalizing in the bylaws the existing Securities

Intermediation Industry Committee and the recently created Product & Pricing Committee,

both of which are forums for discussions with the market on some of the matters that are

most important to the company.

We believe these are the most significant changes proposed, although there are others thatwe believe to be desirable and that reinforce BM&FBOVESPA’s commitment to the


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continuous improvement of its management, to enhanced risk mitigation, to the attraction of

top talent, and to the development of the markets in which it operates.

Moving on from these general remarks, please note that the topics to be discussed and

voted on at the EGM are listed in the Call Notice and in the attached document, whichcontains Management’s proposals and general guidance on the participation of

shareholders in the meeting. Both this document and the Call Notice are being issued to the

market today.

This meeting is an opportunity to discuss and vote on the matters presented for deliberation,

and effective participation by shareholders will ensure that the requisite decisions are well-

informed and conscientiously made.

Management is committed to facilitating and encouraging shareholder participation in

general meetings. With this goal in mind, and to reinforce its commitment to fostering best

practice in corporate governance, for this EGM BM&FBOVESPA will voluntarily make

available a postal voting system in accordance with CVM Instruction 481/2009, as amended.

You will find a detailed explanation of how you can vote by postal ballot in the attached

document.

In addition, as it has done in recent shareholder meetings BM&FBOVESPA will again offer

an electronic proxy voting system that can be accessed by registering at

www.assembleiasonline.com.br . This procedure is also explained in detail in the attached

document.

You are cordially invited to read the document carefully, as well as others relating to the

EGM that have been placed at your disposal at the company’s head offices and posted on

its Investor Relations website (www.bmfbovespa.com.br/ri/), on the company’s main website

(www.bmfbovespa.com.br ), and on the website of CVM, the Brazilian Securities

Commission (www.cvm.gov.br).

Yours truly,

Pedro Pullen ParenteChairman of the Board of Directors

http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.assembleiasonline.com.br/


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ContentsCLARIFICATIONS AND GUIDANCE ..................................................................... 6

A. PARTICIPATION IN THE EXTRAORDINARY GENERAL MEETING ........... 7

A.1. Guidance for Personal Attendance ......................................................... 9

A.2. Guidance for Participation by Postal Ballot ........................................... 9

A.2.1. Postal Voting Via Service Providers – Distance Voting System ........... 10

A.2.2. Delivery of Postal Ballot Papers Directly to The Company ................... 10

A.3. Guidance for Proxy Voting ..................................................................... 11

A.3.1. Electronic Proxies ............................................................................... 11

A.3.1.1. Shareholders not yet registered with Assembleias Online .......... 11

A.3.1.2. Shareholders already registered with Assembleias Online ......... 12

A.3.2. Physical Proxies .................................................................................. 13

A.3.2.1. Preregistration ....................................................................................... 17

A.4. Public Proxy Solicitations ........................................................................... 17

B. MANAGEMENT’S PROPOSAL ................................................................... 17

B.1. Items to be discussed at the Extraordinary General Meeting of

BM&FBOVESPA ................................................................................................... 18

C.

Additional Information and Documents Pertaining to the Items to beDiscussed at the Extraordinary General Meeting of BM&FBOVESPA ............ 24


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MANAGEMENT’S PROPOSALS AND GUIDANCE ONPARTICIPATING IN BM&FBOVESPA’S EXTRAORDINARY

SHAREHOLDERS MEETING ON MAY 20, 2016

CLARIFICATIONS AND GUIDANCE

This document contains information about the matters to be deliberated on the basis of

Management’s proposals and relating to the activities integration between the Company and

CETIP S.A. – Mercados Organizados (“CETIP ”), according to Material Facts released to the

market on 4/8/2016 and 4/15/2016, as well as clarifications and guidance on participation in

the Extraordinary Shareholders’ Meeting (EGM) of BM&FBOVESPA called for May 20,

2016.

The aim of this initiative is to reconcile the practices adopted by the Company to ensure

timely and transparent communication with its shareholders and with the requirements of

Law 6.404, dated December 15, 1976, as amended (the “Corporation Law ”), and CVM

Instruction 481, dated December 17, 2009, as amended (“CVM Instruction 481”).

Thus BM&FBOVESPA hereby convenes an Extraordinary Shareholders Meeting as

follows:

Date: May 20, 2016

Venue: Rua XV de Novembro, 275,

Centro, São Paulo/SP – Brazil

Time: 3:00 p.m.

The order of business for the EGM is as follows:

(1) Approval of the investment, by BM&FBOVESPA, at Companhia São José Holding

(actual denomination of Netanya Empreendimentos e Participações S.A.) (the

“Holding Company”) company which shares, at totally amount, are BM&FBOVESPA’s

property, at amount represented by R$9,257,820,000.00;

(2) Examination, discussion and approval of the terms and conditions of the merger and

justification agreement for the merger of the shares issued by CETIP into the Holding

Company followed by the merger of the Holding Company into BM&FBOVESPA,


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pursuant to the Merger and Justification Agreement signed on April 15, 2016, by the

managements of BM&FBOVESPA, CETIP and the Holding Company (the

“Transaction”) (the “Merger and Justification Agreement ”);

(3) Ratification of the engagement of Apsis Consultoria e Avaliações Ltda. (Federal

Taxpayer no. CNPJ/MF 08.681.365/0001-30) to prepare an valuation report of the

book value of Holding Company’s net worth, for the purposes of merging the Holding

Company into BM&FBOVESPA (the “Valuation Report”);

(4) Approval of the Valuation Report;

(5) Approval of the proposed Transaction, according to the Merger and Justification

Agreement;

(6) Authorization, required to merge with the Holding Company, for an increase in the

company’s registered social capital, to be subscribed and paid for by the directors of

the Holding Company, and subsequent amendment of its corporate bylaws (once the

Final Quantity of BM&FBOVESPA Shares per Common Share in the Holding

Company has been defined, as objectively determined by application of the formula

specified in Annex 2.2 to the Agreement and Plan of Merger, and the final number of

shares in BM&FBOVESPA to be issued as a result of the Holding Company’s merger

into BM&FBOVESPA), including authorization for the Board of Directors to define the

exact quantity of shares to be issued and the respective financial amount when the

Transaction is consummated;

(7) Approval of the amendments to and the consolidation of the Company’s bylaws.

Management’s proposals for the above agenda, together with information on each item, are

set out in Section B.1 of this document.

A. PARTICIPATION IN THE EXTRAORDINARY SHAREHOLDERSMEETING

Participation by shareholders in the Company’s general meetings is of paramount

importance.

Please note that the EGM cannot begin without the presence of shareholders representing

at least two-thirds (2/3) of the company’s registered share capital If in either case the


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required quorum is not reached, the company will publish a new Call Notice announcing a

new date for the EGM to be held on second call, in which case there is no legally established

quorum.

Shareholders may participate in person, by duly constituted proxy, or by remote voting form

in accordance with CVM Instruction 481.

For the purpose of shareholder participation, the following documents must be filed –

originals or authenticated copies will be accepted:

Individuals Shareholder’s ID with photograph or proxy’s ID

with photograph and respective proxy form, asapplicable

Legal entities

Investment funds

Most recent constitutional documents (articles of

association or incorporation, bylaws etc.) and

power of attorney proving right to represent

shareholder

Legal representative’s ID with photograph

Most recent consolidated fund bylaws

Constitutional documents of fund administrator or

manager, as applicable, proving compliance with

fund’s voting policy and power of attorney proving

right of representation

Legal representative’s ID with photograph

Note: The company will not require sworn translations of documents originally written in

Portuguese, English or Spanish, or documents in other languages accompanied by a

translation into any of these three languages. Accepted identification (ID) documents

include Brazilian identity cards (RG, RNE), Brazilian driver’s licenses (CNH), passports,

and officially recognized professional or association membership cards; all must bear the

holder’s photograph.


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A.1. Guidance for Personal Attendance

Shareholders who wish to attend the company’s Extraordinary Shareholders Meeting in

person are kindly requested to come to 275 Rua XV de Novembro on May 20, 2016, from

2:30 p.m., bearing the above documents.

A.2. Guidance for Participation by Remote Voting Form

Although the matters to be deliberated are not suited to voting by remote voting form, the

Company will voluntarily adopt the remote voting system established by article 21-A of CVM

Instruction 481, as amended by CVM Instruction 561/15. In 2016, special procedures for

remote voting system established by CVM Deliberation 741/2015 will apply to the Company

shareholders’ meetings in addition to the procedures established by CVM Instruction 481.

As of now, therefore, shareholders may send voting instructions for the EGM agenda:

(i) by instructions sent to their custody agent (if the agent provides this service) on

completion of the remote voting form, in the case of shareholders who hold shares

deposited with a central securities depository; or

(ii) by completing the remote voting form and sending it directly to the Company inaccordance with the instructions in Attachment I to this document, in the case of

all shareholders.

With the exception provided for in CVM Instruction 481 related to the depository institutions

which issue Depositary Receipts abroad, specially to the shares which are base to issue the

Depositary Receipts, in the event of any divergence between a remote voting form received

directly by the Company and voting instructions contained in the consolidated voting map

sent by the central securities depository for the same federal taxpayer number (CNPJ or

CPF), the voting instructions contained in the voting map will prevail and the form received

directly by the Company will be disregarded.

Shareholders may change their voting instructions as many times as they deem necessary

during the voting period. The last voting instruction will be considered in the Company’s

voting map.

Once the voting period is closed, shareholders may no longer change the voting instructions


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already sent. Any shareholder who considers a change necessary must attend the EGM

personally, bearing the required documents described above, and ask for the voting

instructions sent by remote voting form to be disregarded.

A.2.1. Remote Voting Via Service Providers – Remote Voting System

Shareholders who opt to exercise their voting rights by form through a service provider must

transmit voting instructions to their custody agent in accordance with the rules established

by the custody agent, and the custody agent will then deliver the shareholder’s votes to

BM&FBOVESPA’s Central Securities Depository. To this end, such shareholders should

contact their custody agent to find out what procedures have been established for them to

issue remote voting instructions, and also to be told what documents and other information

are required.

In accordance with CVM Instruction 481, as amended, shareholders’ voting instructions

must arrive at their custody agent not later than seven (7) days before the EGM, i.e. by May

13, 2016 inclusive, unless a different deadline is set by the custody agent.

Also in accordance with CVM Instruction 481, BM&FBOVESPA’s Central Securities

Depository will ignore a shareholder’s voting instructions it receives via a custody agent if

they conflict with instructions issued with the same federal taxpayer number (CNPJ or CPF).

A.2.2. Delivery of Remote Voting Form Directly to The Company

Shareholders who opt to exercise their voting rights by form may choose instead to send

their remote voting form directly to the Company. If so, they must deliver the following

documents to BM&FBOVESP A’s Investor Relations Department at Rua XV de Novembro,

275, 5º andar, Centro, CEP: 01013-001, São Paulo/SP – Brazil:

(i) a physical copy of Attachment I hereto, completely filled out, initialed and signed;

(ii) authenticated copies of the documents described in the chart in item A above, as

applicable.

Shareholders who prefer to do so may scan the above documents mentioned in (i) and (ii)

and send them by email to [email protected] , in which case they must also mail the

original remote voting form paper and authenticated copies of the required accompanying

documents by May 18 to BM&FBOVESPA at Rua XV de Novembro, 275, 5º andar, Centro,


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CEP: 01013-001, São Paulo/SP – Brazil.

When the Company receives the above documents mentioned in (i) and (ii), it will notify the

shareholders concerned and tell them whether or not the documents have been accepted

in accordgance with CVM Instruction 481, as amended.

If any remote voting form is sent directly to the Company and not completely filled out or not

accompanied by the required documents as per item (ii) above, it will be disregarded and

the shareholder concerned will be notified by an email message sent to the address

furnished in item 3 of the remote voting form.

The documents mentioned in (i) and (ii) must be filed and time-stamped at the Company not

later than two (2) days before the date of the EGM, i.e. by May 18, 2016 inclusive. Remote

voting form received by the Company thereafter will be disregarded.

A.3. Guidance for Proxy Voting

A.3.1. Electronic Proxies

To facilitate and encourage participation by its shareholders, BM&FBOVESPA will again

offer an online proxy voting system (Assembleias Online) through which shareholders can

vote by proxy through the proxy holders designated by the company on all items of the

agenda for the General Meeting, by means of a valid private digital certificate or the Brazilian

Public Key Infrastructure (ICP-Brasil), in accordance with Provisional Measure (Medida

Provisória) 2200-2, dated August 24, 2001.

To vote via the internet, shareholders must register at www.assembleiasonline.com.br and

obtain a digital certificate free of charge. The procedure for this is detailed below and may

be followed as of today.

Proxies granted via the electronic platform will be distributed to three proxy holders

designated by the company as detailed in A.3.2 below.

A.3.1.1. Shareholders not yet registered with Assembleias Online

Step 1 – Registration on the portal:

a) Go to www.assembleiasonline.com.br , click on “Registration and Certificate” and select

the appropriate profile (individual investor or institutional investor);

http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/


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b) Complete the registration form, click on “Register”, and confirm the details. You will then

access the Instrument of Agreement, Ownership and Liability, which must be printed,

initialed on all pages, and signed. The signature must be notarized.

Shareholders who already own a digital certificate issued by ICP-Brasil may simply register

and digitally sign the Instrument of Agreement, in order to be entitled to vote online via the

Assembleias Online portal. In this case, skip Step 2 and go straight to Step 3.

Step 2 – Validate registration and receive private digital certificate:

a) The shareholder will receive an email message from Assembleias Online with a list of the

documents required to validate registration, including the Instrument of Agreement. All

documents must be mailed to Assembleias Online at the postal address supplied in the

email message.

b) Assembleias Online checks that the documentation is all in order and sends another email

message detailing the procedure for issuance of the Assembleias Online Digital Certificate.

c) Once the digital certificate has been issued, the shareholder can vote online in

BM&FBOVESPA’s General Meeting.

Step 3 – Electronic proxy form:

a) Having completed the previous steps, shareholders exercise their right to vote by

electronic proxy by logging on to www.assembleiasonline.com.br, selecting

BM&FBOVESPA’s General Meeting, voting, and digitally signing the proxy form;

b) Shareholders will receive a receipt confirming their votes by email from Assembleias

Online.

Shareholders can electronically appoint proxies via Assembleias Online between May 2,

2016 and 6:00 p.m. on May 19, 2016.

A.3.1.2. Shareholders already registered with Assembleias Online

Shareholders who have previously performed Steps 1 and 2 of A.3.1.1 above should check

the validity of their digital certificate. Digital certificates that have expired must be renewed

in order to for the holders to vote.

http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/


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To renew a digital certificate issued by Certisign, the shareholder must log on to

Assembleias Online, choose “Registration & Certificate” on the header menu, and go

through the digital certificate renewal procedure.

Once the validity of the digital certificate is confirmed, shareholders will be accredited to

appoint proxies via Assembleias Online by following the instructions on the website

(www.assembleiasonline.com.br) and in Step 3 of A.3.1.1 above.

A.3.2. Physical Proxies

Straightforward conventional proxy voting also remains available via physical proxy.

In this case, according to Corporation Law, article 126, paragraph 1, proxies appointed by

individual shareholders to vote in a General Meeting must have been constituted less than

a year previously and must be either (i) a shareholder, (ii) a lawyer, (iii) a financial institution,

or (iv) an executive officer of the Company.

In the case of institutional shareholders, in compliance with the decision of a plenary meeting

of CVM, the Brazilian Securities Commission, on November 4, 2014, (Processo CVM

RJ2014/3578) the company does not require proxies to be either (i) a shareholder in the

company, (ii) a lawyer, (iii) a financial institution, or (iv) an executive officer of the company.However, such shareholders must be represented in accordance with their constitutional

documents.

For shareholders who cannot be represented by proxies of their own choice, the company

offers three proxy holders who can represent them in strict conformity with the voting

instructions issued by the shareholder concerned:

1) To vote FOR the resolutions or proposals on the agenda:

Filipe Rodrigues Alves Teixeira de Deus, Brazilian, single, lawyer, domiciled at Praça

Antonio Prado, 48, in the city and state of São Paulo, identity card no. RG 34.159.732-6

– SSP/SP, federal taxpayer no. CPF/MF 339.407.608-03.

2) To vote AGAINST the resolutions or proposals on the agenda:

Érico Rodrigues Pilatti, Brazilian, single, lawyer, domiciled at Praça Antonio Prado, 48,

in the city and state of São Paulo, bar association no. OAB/SP 235.366, federal taxpayer

http://www.assembleiasonline.com.br/http://www.assembleiasonline.com.br/


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no. CPF/MF 221.402.578-20.

3) To ABSTAIN on the resolutions or proposals on the agenda:

André Grunspun Pitta, Brazilian, married, lawyer, domiciled at Praça Antonio Prado,48, in the city and state of São Paulo, bar association no. OAB/SP 271.183, federal

taxpayer no. CPF/MF 316.939.698-66.

To assist shareholders in proxy voting, we offer the proxy form template shown below.

The Company will not require shareholders or their legal representatives to have signatures

notarized on proxy forms or to have proxy forms consularized, and will not require sworn

translation for proxy forms and documents originally written in or translated into Portuguese,English or Spanish

PROXY FORM TEMPLATE

PROXY APPOINTMENT FORM

I, [SHAREHOLDER’S NAME], [ID AND OTHER DETAILS] (“Grantor ”), being ashareholder in BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e

Futuros (“Company”), hereby appoint the following as my proxies:

Filipe Rodrigues Teixeira de Deus, Brazilian, single, lawyer, domiciled at Praça Antonio Prado, 48, in the city and state of São Paulo, identity card no. RG34.159.732-6 – SSP/SP, federal taxpayer no. CPF/MF 339.407.608-03, to voteFOR the resolutions or proposals on the agenda in accordance with the expressinstructions established below by me as Grantor;

Érico Rodrigues Pilatti, Brazilian, single, lawyer, domiciled at Praça AntonioPrado, 48, in the city and state of São Paulo, bar association no. OAB/SP 235.366,federal taxpayer no. CPF/MF 221.402.578-20, to vote AGAINST the resolutions

or proposals on the agenda in accordance with the express instructionsestablished below by me as Grantor;

André Grunspun Pitta, Brazilian, married, lawyer, domiciled at Praça AntonioPrado, 48, in the city and state of São Paulo, bar association no. OAB/SP 271.183,federal taxpayer no. CPF/MF 316.939.698-66, to ABSTAIN on the resolutions orproposals on the agenda in accordance with the express instructions establishedbelow by me as Grantor.

I hereby grant the above proxies power of attorney to attend the ExtraordinaryGeneral Meeting (EGM) of the company called for May 20, 2016, at 3:00 p.m.,exceptionally not at its head offices but at 275 Rua XV de Novembro, in the city


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of São Paulo, São Paulo State, to sign the minutes and shareholder attendanceregister, and to examine, discuss and vote on proposals and resolutions on mybehalf as Grantor, in strict conformity with the instructions established belowregarding each item of the agenda.

Agenda (a) to approve the investment by BM&FBOVESPA in Companhia São JoséHolding (“Holding”), whose shares are, at the present date, wholly owned by theCompany, in the amount indicated in the Management Proposal, through thesubscription of new shares;For ( ) Against ( ) Abstain( )

(b) to examine, discuss and approve the provisions and conditions of theprotocol and justification of merger of the shares issued by CETIP S.A. – Mercados Organizados (“CETIP”) into Holding, followed by merger of Holding into

BM&FBOVESPA, entered into on April 15, 2016 by and among the managementsof the Company, CETIP and Holding (“Transaction”) (“Merger and Justification Agreement”); For ( ) Against ( ) Abstain( )

(c) to ratify the appointment of the specialized company Apsis Consultoria e Avaliações Ltda. (CNPJ/MF No. 08.681.365/0001-30), to be in charge ofpreparation of the valuation report at book value of the net worth of Holding, formerger of Holding into the Company (“Appraisal Report of the Holding”);

For ( ) Against ( ) Abstain( )

(d) to approve the Appraisal Report of the Holding;


(e) to approve the Transaction proposed under the Merger and Justification Agreement;


(f) to authorize, in connection with the merger of Holding, the Company’scapital increase to be subscribed and paid-in by the managers of Holding, withsubsequent amendment to its by-laws (after definition of the Final Quantity ofBM&FBOVESPA Shares per Common Share of Holding, as objectivelydetermined by applying the formula set forth in Exhibit 2.2 to the Merger andJustification Agreement and, therefore, the final number of shares ofBM&FBOVESPA to be issued as a result of the Holding Merger);


(g) to approve the amendment to and restatement of the Company’s By-Lawsfor adjustments including but not limited to the following ones, in addition to

those regarding wording, renumbering and cross reference:


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A) In connection with approval of the Transaction, which shall be conditionedto approval of the Transaction by the government authorities:

a. to amend the wording of article 3, items “vii” and “viii”; of the mainprovision of article 22; 28, paragraph 1; and article 35, indent “h”;

andb. to include paragraph 9 in article 22; new indents “d” and “e” and

paragraph 2 in article 30; new indent “d” in article 45, the new article51 and its paragraphs and article 84;


B) Other proposals of amendment, which shall generate effects rightafter approval by the Brazilian Securities Commission, pursuant toCVM Instruction No. 461/07:

a. to adapt the wording of the main provision of article 10; article 16,indent “k”; article 23, paragraph 3; article 30, indent “c”; article 35,indent “f” paragraph 3; and of new article 53, main provision and soleparagraph, indent “f”;

b. to include indent “m” in article 16; indent “x” in article 29; new indent“e” in article 38; paragraph 4 in article 35; new indent “f” and the soleparagraph in article 38; new indent “c” in article 45; new article 50 andits paragraphs; new article 80; and new article 82; and

c. to restate the amendments to the bylaws approved in this SpecialShareholders Meeting and in the Special Shareholders Meetings held

on 4/10/2012, 5/26/2014 and 4/13/2015.

For ( ) Against ( ) Abstain( ) (h) to authorize the Company's managers to perform all acts required forconsummation of the Transaction.For ( ) Against ( ) Abstain ( )

The power of attorney hereby granted shall be used exclusively for attendance ofthe Extraordinary General Meeting on first call, and if necessary on second call,and for voting as instructed above, with no rights or obligations to take any action

other than that required to carry out the aforementioned mandate. The aboveproxies are hereby authorized to abstain from discussing or voting on any matterregarding which in their opinion they have not received sufficiently specificinstructions.

This instrument of proxy appointment shall be valid only for the general meetingsof the company cited herein, whether held on first or second call.

[City], [month] [day], [2016]

_____________________________


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[Signature]For: [name]

[job title]

A.3.2.1. Preregistration

Documents accompanying physical proxy forms, as per “A” and “A.3.2” above, may be

filed with BM&FBOVESPA at its head offices up to the scheduled time for the General

Meeting to begin.

However, please file these documents as soon as possible as of May 2, 2016, in order to

facilitate shareholder access to the General Meeting.

The documents must be delivered to BM&FBOVESPA, Department of Investor Relations,Rua XV de Novembro, 275, 5º andar, Centro, CEP: 01013-001, São Paulo/SP, Brazil, e-

mail: [email protected].

A.4. Public Proxy Solicitations

Any shareholder who represents one half of one per cent (0.5%) of the Company’s

registered share capital or more may post a public proxy solicitation on the Assembleias

Online system, in accordance with Corporation Law and CVM Instruction 481.

Public proxy solicitations must be accompanied by a draft power of attorney as well as the

information and other documents required by CVM Instruction 481, especially in Annex 23,

and delivered to BM&FBOVESPA, Daniel Sonder, Chief Financial Officer, Praça Antonio

Prado, 48, 7º andar, Centro, CEP: 01010-901, São Paulo/SP, Brazil.

In accordance with the applicable legal rules, the Company will answer to public proxy

solicitations submitted by shareholders within two (2) business days, giving them the same

visibility on the Assembleias Online system as the other documents published by the

company.

Neither the company nor Management shall be held liable for the veracity of the information

contained in public proxy solicitations by shareholders.

B. MANAGEMENT’S PROPOSAL

The Management of BM&FBOVESPA submits the proposal described below to theExtraordinary Shareholders Meeting to be held on May 20, 2016.


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B.1. Items to be discussed at the Extraordinary Shareholders Meeting ofBM&FBOVESPA

BM&FBOVESPA’s Management clarifies that the matters presented in this proposal to

shareholders are part of the proposed corporate reorganization to combine the Company’s

activities with CETIP, which will result in ownership by BM&FBOVESPA of all the shares

issued by CETIP in accordance with the terms and conditions negotiated in the terms and

conditions established by Merger and Justification Agreement of merge the shares issued

by CETIP into Holding Company, all of whose shares belong to BM&FBOVESPA at this time

(and will still belong to it at the time of the merger with CETIP’s shares), followed by the

merger of the Holding Company into BM&FBOVESPA, executed on 4/15/2016 by the

managements of BM&FBOVESPA and CETIP.

The Transaction will comprise the following steps described in the Merger and Justification

Agreement, all of which are interdependent, and its consummation will be subject, among

other conditions, to the applicable corporate approvals and to (i) approval by CADE, Brazil’s

antitrust authority; (ii) approval by CVM, the Brazilian Securities Commission; and (iii)

submission to and appreciation by the Central Bank of Brazil:

(a) a capital increase for the Holding Company by means of the issuance of new

registered no-par shares of common stock, which will be fully subscribed and paid for by

BM&FBOVESPA in Brazilian currency not later than the Transaction Consummation Date

(as defined at item 3.2 of the Merger and Justification Agreement) (the “Holding Company

Capital Increase”);

(b) on the same date, as an interdependent act subsequent to the Holding Company

Capital Increase, absorption by the Holding Company of all shares issued by CETIP for their

economic value, resulting in the Holding Company’s issuance of redeemable common andpreferred shares to the CETIP shareholders to whom the absorbed shares belong (the

“CETIP Shareholders”), with one (1) common share and three (3) preferred shares in the

Holding Company being transferred for each common share issued by CETIP (considering

the number of shares in CETIP’s registered share capital and the adjustments mentioned in

2.1 of the Merger and Justification Agreement), pursuant to item 4.1 of the Merger and

Justification Agreement (the “ Absorption of CETIP Shares”). After the Transaction is

consummated, CETIP will conserve its legal personality and assets, and there will be no

legal succession;


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(c) on the same date, as an interdependent and subsequent act to the Absorption of

CETIP Shares, redemption of all preferred shares issued by the Holding Company, where

payment for redemption of every three preferred shares issued by the Holding Company will

consist of the Redemption Value for Every Three Redeemable Preferred Shares in the

Holding Company (as objectively determined by application of the formulas stipulated in

Annex 2.2 to the Agreement and Plan of Merger) (the “Redemption”). Following their

redemption, the Holding Company’s preferred shares will be cancelled against the capital

reserve;

(d) on the same date, as an interdependent act subsequent to the Redemption,

absorption of the Holding Company by BM&FBOVESPA for the book value of the Holding

Company’s net worth (after allowing for the effects of the Holding Company Capital Increase,

the Absorption of CETIP Shares and the Redemption), resulting in extinction of the Holding

Company and succession by BM&FBOVESPA to all the Holding Company’s assets, rights

and obligations, which in turn will result in migration of the CETIP Shareholders to

BM&FBOVESPA’s shareholder base (the “ Absorption of the Holding Company”).

The main terms of the Transaction, as required by CVM Instruction 481, article 20-A, are

described in Attachment II to this proposal.

The proposals for deliberation described in items below are interdependent legal

transactions to be performed in concatenated stages. No single stage can be efficacious

unless all the others are, with the sole exception of the proposed amendments to the

corporate bylaws that are not related to the Transaction with CETIP. Thus if the EGM should

reject any of the proposals in items below, or if the necessary corporate approvals are not

obtained, or if the conditions established in the Merger and Justification Agreement are not

fulfilled, then no matters approved by the EGM will produce effects, with the sole exceptionof the proposed amendments to the corporate bylaws that are not related to the Transaction

with CETIP.

Item 1 Investment in the Holding Company

The article 16, indent (j) of BM&FBOVESPA’s Bylaws requires the approval of a general

meeting of shareholders for any decision to invest in another company if the amount of the

investment exceeds the Reference Value (defined as 1% of net worth according to thefinancial statements for the previous financial year).


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As established by the Merger and Justification Agreement, the increase in

BM&FBOVESPA’s ownership interest in the Holding Company via investment of

R$9,257,820,000.00, an amount three times greater than the Reference Value, is one of the

necessary stages to implement the Transaction.

In light of this amount, the EGM is asked to deliberate on BM&FBOVESPA’s investment in

the Holding Company of an amount corresponding to the Holding Company Capital Increase

by subscribing new shares.

Item 2 Approval of the Merger and Justification Agreement

Articles 224 and 225 of the Corporation Law require a description of the conditions and

justification for a merger in the Merger and Justification Agreement entered into by the

managements of the companies involved.

Therefore, based on the clarifications in this document and the provisions of the Corporation

Law, Management proposes approval in its entirety of the Merger and Justification

Agreement signed on April 15, 2016, by and between the managements of

BM&FBOVESPA, the Holding Company and CETIP, and consequently approval of the

Transaction. The Merger and Justification Agreement constitutes Attachment II.1 to this

document.

Item 3 Ratification of the Engagement of the entity which elaborated the

Valuation Report

In compliance with the applicable legislation, Management proposes ratification of its

engagement of Apsis Consultoria e Avaliações Ltda. (federal taxpayer no. CNPJ/MF

08.681.365/0001-30) as an entity which was responsible to prepare a Valuation Report of

the Holding Company’s net worth (the “Holding Company Valuation Report”). The

information required by CVM Instruction 481, article 21, constitutes Attachment III to this

document.

Item 4 Approval of the Holding Company Valuation Report

Apsis Consultoria e Avaliações Ltda. has produced the Holding Company Valuation Report,

taking into account the effects of the Holding Company Capital Increase and the Absorption

of CETIP Shares in accordance with the Merger and Justification Agreement.


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In compliance with article 227 of the Corporation Law, which requires approval of the

Valuation Report by a general meeting, Management proposes approval of the Holding

Company Valuation Report based on the book value of the Holding Company’s net worth

as at December 31, 2015. The Holding Company Valuation Report constitutes Attachment

II.4 to this document.

Item 5 Approval of the Transaction

After the EGM having deliberated the above items, which are stages toward approving the

Transaction, Management proposes approval of the Transaction in accordance with the

terms and conditions set out in the Merger and Justification Agreement, resulting in the

Holding Company’s merger into BM&FBOVESPA.

If the EGM approves the Transaction, the Management of BM&FBOVESPA proposes that

its executives be authorized to perform any additional acts that may be necessary to

consummate the Transaction.

Item 6 Approve a Capital Increase for BM&FBOVESPA

In compliance with article 227 (1) of the Corporation Law, if the acquiring company’s general

meeting approves the Merger and Justification Agreement it must authorize a capital

increase to be subscribed and paid for by the acquired company using its net worth.

Therefore, if the Transaction is approved, Management proposes authorization of a capital

increase for BM&FBOVESPA to be subscribed and paid for by the directors of the Holding

Company, in an amount of R$11,295,468,000.00, upon the version of the Holding's

shareholders' equity

Management also proposes that the EGM determine the Board of Directors that, once

defined the final quantity of BM&FBOVESPA’s shares to be issued, according to the formula

established at Attachment 2.2 of the Merger and Justification Agreement, it shall register

and disclosure that amount, and, as a consequence, the number of shares in which the

capital stock of BM&FBOVESPA will be shared, submitting an amendment to Article 5 of

Company’s Bylaws to the first General Meeting to be held after this register.

Item 7 Approve amendments to BM&FBOVESPA’s Corporate Bylaws


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Management also proposes to amend BM&FBOVESPA’s Corporate Bylaws as follows in

order to enhance its governance structure and implement adjustments deriving from the

Transaction, in addition to wording amendments, renumbering and references, in terms of

the proposed items listed below:

A) Deriving of the approval of the Transaction, all of them will be conditioned to the

competent Authorities approvals:

i. to amend the wording of Article 3, indents “vii” e “viii”, Delimiting the expansion

of the Company's scope to the activities strictly related to the development and

greater healthiness of the market;

ii. to amend the Article 22, main provision and to include the Article 84, to

increase the maximum number of members of BM&FBOVESPA’s Board of

Directors from 11 to 13;

iii. To include paragraph 9 to Article 22 and to amend Article 28, first paragraph,

to align the Company’s governance with major market customers, holders of

access authorization.;

iv. To include new indents “d” and “e” and the second paragraph to Artcile 30,

alignment to the constitution of Products and Pricing Committee;

v. To adapt the wording of indent “h” of Article 35 to established the applicable

rules of pricing policy products; and

vi. To include new indent “d” to Article 45, as well as new Article 51 and its

paragraphs to established the composition and responsibilities of Products

and Pricing Committee.

B) Other proposed amendments, all of them will produce effects after Brazilian

Securities Exchange Comission, according CVM Instruction 461/07:

i. To adapt the wording of article 10, caput, to the wording established by CVM

Instruction no 358-02, as amended by CVM Instruction no 568-15;

ii. To change the wording of article 16, letter "k" in order to establish objective

criteria to its application


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iii. To include the letter "m" in Article 16 in order to amend the wording of the new

Article 53, sole paragraph , letter "f" , considering the rules established by CVM

Instruction no 567-15

iv. To amend Article 23, paragraph 3 to make it compatible with the recently

adaptations implemented on CVM Instruction no 481-09, by CVM Instruction no

561-15 ;

v. To include the letter "x" in Article 29 in order to adequate with Article 24, indent

"vi" of CVM Instruction no 461-07;

vi. To change the wording of Article 30, letter "c" , and include the new letter "e"

in the Article 38 in order to align to what is already practiced by the Company,

bearing in mind the existing delegation of the authority to approve the operational

rules, by the Board of Directors to the Executive Officers;

vii. To amend the letter "f" and the paragraph 3 of Article 35, as well as include in

it the new paragraph 4, in order to expressly provide in the Bylaws that the CEO

shall create the Credit Risk Technical Committee, as advisory committee to the

CEO;

viii. To include the new letter "f" and the sole paragraph in the Article 38, in order

to provide the faculty of the Executive Board to delegate the authority to deliberate

on the recommendations of the Market Risk Technical Committee and the Credit

Risk Technical Committee, to the respective committes itselves.

ix. To include the new letter “c” to the Article 45, as well as the new Article 50 and

paragraphs in order to the make the already existing Intermediation Industry

Committee to become a statutory committee.

x. To change the wording of the new Article 53, “caput”, to make clear that at

least 2 of the 4 members of the Finance and Risk Committee shall be independent

members of the Board.

xi. To include the new Article 80 providing for the existence of a “statutory

compensation” (as a complement to any D&O insurance coverage) in terms usually

adopted by large scale corporates, being applicable to the Administrators aiming to


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offer complete protection against direct damage which they might be incurred in the

exercise of his functions, to the current and future Administrators of

BM&FBOVESPA and its subsidiaries, including CETIP, when it became a wholly

owned subsidiary of the Company, with the usual caveats applied;

xii. To include the Article 82 by virtue of the decision of the Brazilian Supreme

Court on sealing donations to electoral campaigns ; and

xiii. to consolidate the statutory amendments approved at this EGM, as well as the

prior amendments approved at the EGMs held on April 10 th, 2012, May 26th 2014

and April 13th, 2015.

Noted that BM&FBOVESPA’s Board of Directors currently has 11 members. If the proposal

in item “ A.ii” above is approved, the new members will be elected only after the regulatory

approvals for the Transaction have been obtained from the competent authorities. The new

members will be nominated by CETIP’s Board of Directors from among its current

independent board members and/or statutory directors, approved by BM&FBOVESPA’s

Nomination & Governance Committee and Board of Directors (which may request the

substitution of no more than one nominee by another independent board member or

statutory director of CETIP), and in due course submitted to election by a general meetingof BM&FBOVESPA.

The information required by article 11 of CVM Instruction 481 constitutes Attachment IV to

this document, and the consolidated version constitutes Attachment V.

C. Additional Information and Documents Pertaining to the Items to beDiscussed at the Extraordinary General Meeting of BM&FBOVESPA

If the Transaction is approved and consummated, (a) BM&FBOVESPA will become theholder of all shares issued by CETIP, and (b) assuming that on the Transaction

Consummation Date (as defined in item[3.2 of the Merger and Justification Agreement)

CETIP’s total capital is represented by 264,883,6101 shares of ex-treasury common stock,

and subject to the provisions of Section 2 of the Merger and Justification Agreement,

1 Estimative whereas, in the date of the consummation of the transaction, there will be 264,883,610

shares of CETIP (considering the total of 262,978,823 shares, excluding 3,513,011 treasury stocks

and including 5,417,798 shares resulting from the early vesting of stock option plans). The number

of outstanding shares of CETIP may vary until the date of consummation of the transaction.


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CETIP’s shareholders will receive the following for every share of common stock in CETIP

they hold on the date in question:

(a) a cash portion in Brazilian currency amounting to R$30.75 and adjusted in

accordance with the Merger and Justification Agreement, to be paid in a lump sum, no later

than forty days from the date on which the last of the conditions listed in items 3.1(a), (b)

and (c) of the Merger Agreement is met; and

(b) 0.8991 of a share of common stock issued by BM&FBOVESPA, adjusted in

accordance with the Merger and Justification Agreement.

Any fractions of shares in BM&FBOVESPA deriving from the Absorption of the Holding

Company will be grouped into whole numbers and then sold on the spot market managed

by BM&FBOVESPA after the Transaction is consummated, in accordance with a notice to

shareholders that will be published at the appropriate time. The proceeds of this sale will be

transferred net of taxes and fees to the former CETIP shareholders who owned the fractions

concerned in proportion to their participation in each share sold.

The following documents are at the disposal of shareholders at the company’s head offices,

on its investor relations portal (www.bmfbovespa.com.br/ri), and on the websites of

BM&FBOVESPA (www.bmfbovespa.com.br) and CVM, the Brazilian Securities

Commission (www.cvm.gov.br):

Remote voting form

Call Notice

Minutes from the meeting of the Board of Directors that approved the

Merger and Justification Agreement and the Transaction

Annex 20-A to CVM Instruction 481

Merger and Justification Agreement, with annexes

Information on the responsible for the Valuation Report, in compliance with

Annex 21 of CVM 481

Comparative chart showing proposed amendments to bylaws

Consolidated version of the Bylaws

http://www.cvm.gov.br/http://www.cvm.gov.br/


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Questions and requests for additional information should be addressed to the Investor

Relations Department, by telephone on +55 11 2565-4418, 2565-4834 or 2565-4729, or by

email at [email protected].

mailto:[email protected]:[email protected]


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ATTACHMENTS


28/631

ATTACHMENT I

Remote VotingForm


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REMOTE VOTING FORM – EXTRAORDINARY SHAREHOLDER’S

MEETING OF BM&FBOVESPA TO BE HELD ON 5/20/2016

1. Shareholder’s name

2.

Shareholder’s CNPJ or CPF3. Email address for the company to send confirmation that it has received the

postal ballot paper

4. Instructions on how to cast your vote

This remote voting form must be completed by you as a shareholder if you opt to vote

by remote voting in accordance with CVM Instruction 481, as amended.

In this case the above fields must be completed with the shareholder’s full name and

federal taxpayer number (CNPJ or CPF), and an email address for contact.

In addition, for this form to be considered valid and the votes recorded here to be

counted in the quorum for the respective General Meeting:

- all fields below must be correctly completed;

- all pages must be initialed;

- you, the shareholder, or your legal representative(s), as applicable, must sign at

the end in accordance with the relevant legislation;

- signatures and other required documentation do not need to be notarized or

consularized.

5. Instructions for sending your form

If you opt to exercise your voting rights by remote voting form, you may: (i) complete

this form and send it directly to the company; or (ii) transmit instructions for completion

of the form to an appropriately qualified service provider, as follows:

5.1. Remote voting via service provider – remote voting system

If you opt to exercise your voting rights through a service provider, you must transmit

your voting instructions to your custody agent in accordance with the rules established

by the custody agent, and your custody agent will then deliver your votes to


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BM&FBOVESPA’s Central Securities Depository. Please contact your custody agent to

find out what procedures have been established for you to issue remote voting

instructions, and also to be told what documents and other information are required

from you for this purpose.

You must send your voting instructions to arrive at your custody agent not later than

seven (7) days before the General Meeting, i.e. by 5/13/2016 (inclusive), unless a

different deadline is set by your custody agent.

Also in accordance with CVM Instruction 481, BM&FBOVESPA’s Central Securities

Depository will ignore voting instructions it receives from any custody agent if they

conflict with instructions received from a shareholder with the same federal taxpayer

number (CNPJ or CPF).

5.2. Delivering your form paper directly to the company

When you opt to exercise your voting rights by form, you may choose instead to send

your remote form paper directly to the company. If so, you must deliver the following

documents to BM&FBOVESPA’s Investor Relations Department at Rua XV de

Novembro, 275, 5º andar, Centro, CEP: 01013-001, São Paulo/SP – Brazil:

(i)

a physical copy of this form completely filled out, initialed and signed;

(ii) authenticated copies of the following documents:

(a) For individuals:

Personal ID with a photograph of you;

(b) For legal entities:

a copy of the most recent constitutional documents (articles ofassociation or incorporation, bylaws etc.) and power of attorney proving

its legal right to represent the shareholder;

the legal representative’s ID with photograph.

(c) For investment funds:

a copy of the fund’s most recent consolidated bylaws;

a copy of the fund administrator or manager’s constitutional documents,


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as applicable, proving compliance with the fund’s voting policy and

power of attorney proving its legal right to represent the shareholder;

the legal representative’s ID with photograph.

If you prefer, you may also digitize this form paper and the above documents and sendthem by email to [email protected] , in which case you must also mail the original

form paper and the authenticated copies of the other required documents to

BM&FBOVESPA at Rua XV de Novembro, 275, 5º andar, Centro, CEP: 01013-001,

São Paulo/SP – Brazil, until 5/18/2016.

The company will not require sworn translations of documents originally written in

Portuguese, English or Spanish, or documents in other languages accompanied by a

translation into any of these three languages. Accepted identification (ID) documents

include Brazilian identity cards (RG, RNE), Brazilian driver’s licenses (CNH),

passports, and officially recognized professional or association membership cards; all

must bear the holder’s photograph.

Once the company has received your form and the required accompanying

documentation, the company will notify you and tell you whether or not they have been

accepted in accordance with CVM Instruction 481, as amended.

If this form is sent directly to the company and not completely filled out or not

accompanied by the required documents as per item (ii) above, it will be disregarded

and you will be notified by an email message sent to the address furnished in item 3

above.

This form and the required accompanying documents must be filed and time-stamped at

the company not later than two (2) days before the date of the General Meeting, i.e. by

5/18/2016 (inclusive). Forms received by the company thereafter will be disregarded.

Voting instructions for the Extraordinary Shareholder’s Meeting

6. To approve the investment by BM&FBOVESPA in Companhia São José Holding

(“Holding”), whose shares are, at the present date, wholly owned by the Company,

in the amount indicated in the Management Proposal, through the subscription of

new shares;

[ ] Approve [ ] Reject [ ] Abstain

7. To examine, discuss and approve the provisions and conditions of the merger and

mailto:[email protected]:[email protected]:[email protected]:[email protected]


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justification agreement for the merger of the shares issued by CETIP S.A. –

Mercados Organizados (“CETIP”) into Holding, followed by merger of Holding

into BM&FBOVESPA, entered into on April 15, 2016 by and among the

managements of the Company, CETIP and Holding (“Transaction”) (“Merger and

Justification Agreement”) [ ] Approve [ ] Reject [ ] Abstain

8.

To ratify the appointment of the specialized company Apsis Consultoria e

Avaliações Ltda. (CNPJ/MF No. 08.681.365/0001-30), to be in charge of preparation

of the valuation report at book value of the net worth of Holding, for merger of

Holding into the Company (“Appraisal Report of the Holding”);


9.

To approve the Appraisal Report of the Holding;


10. To approve the Transaction proposed under the Merger and Justification

Agreement;


11. To authorize, in connection with the merger of Holding, the Company’s capital

increase to be subscribed and paid-in by the managers of Holding, with subsequent

amendment to its by-laws (after definition of the Final Quantity ofBM&FBOVESPA Shares per Common Share of Holding, as objectively determined

by applying the formula set forth in Exhibit 2.2 to the Merger and Justification

Agreement and, therefore, the final number of shares of BM&FBOVESPA to be

issued as a result of the Holding Merger);


12. To approve the amendment to and restatement of the Company’s By-Laws for

adjustments including but not limited to the following ones, in addition to

those regarding wording, renumbering and cross reference:

A)

In connection with approval of the Transaction, which shall beconditioned to approval of the Transaction by the government

authorities:

a. to amend the wording of article 3, items “vii” and “viii” ; of the

main provision of article 22; 28, paragraph 1; and article 35,

indent “h”; and

b. to include paragraph 9 in article 22; new indents “d” and “e”

and paragraph 2 in article 30; new indent “d” in article 45, the

new article 51 and its paragraphs and article 84;



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B) Other proposals of amendment, which shall generate effects right after

approval by the Brazilian Securities Commission, pursuant to CVM

Instruction No. 461/07:

a. to adapt the wording of the main provision of article 10; article

16, indent “k”; article 23, paragraph 3; article 30, indent “c”;

article 35, indent “f” paragraph 3; and of new article 53, mainprovision and sole paragraph, indent “f”;

b.

to include indent “m” in article 16; indent “x” in article 29; new

indent “e” in article 38; paragraph 4 in article 35; new indent

“f” and the sole paragraph in article 38; new indent “c” in

article 45; new article 50 and its paragraphs; new article 80; and

new article 82; and

c. to restate the amendments to the bylaws approved in this

Special Shareholders Meeting and in the Special Shareholders

Meetings held on 4/10/2012, 5/26/2014 and 4/13/2015.


13. To authorize the Company's managers to perform all acts required for

consummation of the Transaction.


14.

Do you wish to set up a Supervisory Board (Conselho Fiscal ) pursuant to Law

6404 (1976), article 161?

[ ] Yes [ ] No

15. If this General Meeting is held on second call, do the above voting instructions

also apply to the decisions to be made during the meeting held on second call?

[ ] Yes [ ] No

[City], [date]

__________________________________________

Signed by [Shareholder’s name]


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ATTACHMENT II

Information Aboutthe Mergers


35/631

1

ATTACHMENT II – INFORMATION ABOUT THE MERGERS

(in accordance with Annex 20-A of CVM Instruction 481/09)

1.

Merger and Justification Agreement, pursuant to articles 224 & 225 of Law 6404 (1976)

The agreement and plan to merge CETIP S.A. – Mercados Organizados (“CETIP”) into

Companhia São José Holding (the “Holding Company”), followed by the merger of the Holding

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

(“BM&FBOVESPA” and the “Merger and Justification Agreement”) is to be found in

Attachment II.1 to this Proposal.

2. Other agreements, contracts and pre-contracts governing the exercise of voting rights or

the transfer of shares issued by the companies subsisting after or resulting from the

transaction, either held on file at the company’s head office or to which the controllingshareholder in the company is a party

None.

3. Description of the transaction, including:

a. Terms and conditions

The corporate reorganization (“Transaction”) will comprise the following interdependent stages:

(a)

An increase in the Holding Company’s capital by means of the issuance of new registeredno-par shares of common stock, which will be fully subscribed and paid for by

BM&FBOVESPA in Brazilian currency not later than the Transaction Consummation Date

(as defined below), for a total issue price of R$9,257,820,000.00, a part of which to be defined

by the general meeting will be allocated to the constitution of a capital reserve (“Holding

Company Capital Increase”);

(b)

on the same date, as an interdependent act subsequent to the Holding Company Capital

Increase, absorption by the Holding Company of all shares issued by CETIP at their

economic value, resulting in the Holding Company’s issuance of redeemable common and

preferred shares to the CETIP shareholders to whom the absorbed shares belong (the “CETIPShareholders”), with one (1) redeemable common share and three (3) redeemable preferred

shares in the Holding Company being transferred for each common share issued by CETIP

(considering adjustments mentioned in item 2.1 of the Merger and Justification Agreement),

pursuant to item 4.1 of the Merger and Justification Agreement (“Absorption of CETIP

Shares”). After the Transaction is consummated, CETIP will conserve its legal personality

and assets, and there will be no legal succession;

(c)

on the same date, as an interdependent act subsequent to the Absorption of CETIP Shares,

redemption of all preferred shares issued by the Holding Company, where payment for

redemption of every three preferred shares issued by the Holding Company will consist ofthe Redemption Value for Every Three Redeemable Preferred Shares in the Holding


36/631

2

Company (“Redemption”). Following their redemption, the Holding Company’s preferred

shares will be cancelled against the capital reserve; and

(d) on the same date, as an interdependent act subsequent to the Redemption, absorption of the

Holding Company by BM&FBOVESPA at the book value of the Holding Company’s net

worth (after allowing for the effects of the Holding Company Capital Increase, theAbsorption of CETIP Shares and the Redemption), resulting in extinction of the Holding

Company and succession by BM&FBOVESPA to all the Holding Company’s assets, rights

and obligations, which in turn will result in migration of the CETIP Shareholders to

BM&FBOVESPA’s shareholder base (“Absorption of the Holding Company”).

If Suspensive Conditions are implemented, any company may notify the others regarding such

implementation, and the companies will issue a notice to the market indicating at least the date

on which the Transaction will be consummated, including the date on which CETIP’s shares will

cease trading. This date, which will correspond to the fifth business day following

implementation of the Suspensive Conditions, will be the reference date for the purposes ofdefining the holders of CETIP shares who will receive BM&FBOVESPA shares (“Transaction

Consummation Date”).

b. Obligations to indemnify

i. The directors and officers of any of the companies involved

None.

ii. If the transaction is not consummated

CETIP will be entitled to receive compensation from BM&FBOVESPA in the amount of

R$250,000,000.00 as payment of pre-estimated damages in the event that the Transaction is not

concluded for any of the reasons stipulated in Section 7.6 of the Merger and Justification

Agreement.

c. Table comparing rights, advantages and restrictions on shares in the companies involved

or resulting companies before and after the transaction

Before and after the Transaction there will only be shares of common stock issued by CETIP

and shares of common stock issued by BM&FBOVESPA; they will conserve the same rights

and advantages, which at this time are as follows:

BM&FBOVESPA

Right to dividends: Shareholders are entitled to receive dividends and/or interest on equity,

which together must correspond to at least 25% of the company’s net income

in the financial year, adjusted in compliance with the applicable legislation.

Right to vote: Full, except for the restriction described next.

Description of restricted

vote:

According to article 7 of BM&FBOVESPA’s Corporate Bylaws, although one

common share corresponds to the right to one vote on resolutions proposed

at general meetings, no single shareholder or group of shareholders may castvotes that exceed 7% of the total number of shares issued by the company.

Convertibility: No.


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Conditions for

convertibility and effects

on share capital :

Not applicable.

Right to reimbursement of

capital:

Yes.

Description ofcharacteristics of capital

reimbursement:

Right to withdraw: Shareholders who dissent from certain decisions made bya general meeting may withdraw from the company by redeeming their

shares at book value, provided the terms and exceptions established by the

Corporation Law are observed.

Redemption: According to the Corporation Law, the company’s shares may

be redeemed by a decision of shareholders representing at least 50% of the

company’s share capital at an extraordinary general meeting.

Liquidation: In the event of the company’s liquidation , shareholders will be

reimbursed in proportion to their holdings in its share capital after payment

of all the company’s obligations.

Restriction on circulation: No.

Description of restriction: Not applicable.Conditions for altering

the rights assured by

share ownership:

According to the Corporation Law, neither our Corporate Bylaws nor the

resolutions approved by shareholders at general meetings may deprive

shareholders of the following rights: (i) the right to participate in profit

distribution; (ii) the right to participate, in proportion to the amount of shares

held, in the distribution of any remaining assets in the event of the company’s

liquidation; (iii) the right of preference (first refusal) in subscribing newly

issued shares, convertible debentures and subscription bonuses (warrants),

except under certain circumstances specified in the Corporation Law; (iv) the

right to oversee and monitor management of the business in the manner

specified by the Corporation Law; and (v) the right to withdraw from the

company in the conditions specified by the Corporation Law.Other relevant

characteristics:

According to the Corporation Law, the rules governing the Novo Mercado

premium listing segment, the applicable regulatory framework and the

company’s bylaws, a tender offer must be held if the company is taken private

or delists from the Novo Mercado, and if any shareholder or group of

shareholders acquires: (i) a direct or indirect holding equivalent to 30% or

more of the total number of shares issued by the company; or (ii) other

ownership rights including usufruct, when acquired for a consideration, that

bestow voting rights over shares issued by the company representing more

than 30% of its capital.

CETIP

Right to dividends: The Corporation Law and the company’s bylaws require payment of a mandatory

dividend to shareholders unless the distribution of mandatory dividends is

suspended if management informs the general meeting that distribution is

incompatible with the company’s financial situation. The mandatory dividend is

equivalent to a minimum percentage of net income booked for the previous

financial year and adjusted in accordance with the Corporation Law. The

company’s bylaws require this percentage to be twenty-five per cent (25%) of net

income as per the individual financial statements, adjusted in accordance with

article 202 of the Corporation Law. The mandatory dividend can be paid in the

form of dividends or interest on equity, which can be booked net of withholdingtax as part of the mandatory dividend.

Right to vote: Full, except for the restriction described next.


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Description of restricted

vote:

According to article 5 of the company’s bylaws, although each share of common

stock in the company bears the right to one vote to approve or reject resolutions

at general meetings of shareholders, no shareholder or group of shareholders

may have voting rights in excess of 20% of the number of shares in the company’s

total share capital, except in the circumstances specified in article 88 of the bylaws.

Convertibility: No.Conditions for

convertibility and effects

on share capital:

Not applicable.

Right to reimbursement

of capital:

Yes.

Description of

characteristics of capital

reimbursement:

Capital reimbursement rights apply in the event of withdrawal, liquidation and

redemption. The characteristics of reimbursement in each case are described in

18.10 of the company’s reference form.

Restriction on

circulation:

No.

Description ofrestriction:

Not applicable.

Conditions for altering

the rights assured by

share ownership:

If the acquiring shareholder fails to discharge the obligations imposed,

particularly the mandatory holding of a tender offer when the shares acquired

represent 15% of the company’s capital or more , including compliance with the

lead times (i) to file for prior authorization from CVM, (ii) to hold the tender offer

or file to register the tender offer with CVM, as the case may be, and (iii) to

respond adequately to any questions or demands from CVM, then the company’s

board of directors must call a general meeting, at which the shareholder in

question must not vote, to deliberate suspension of the shareholder’s rights , as

provided for in the company’s bylaws , without prejudice to the acquiring

shareholder’s liability for losses and damages to the other shareholders due tofailure to discharge the obligations imposed by the company’s bylaws.

Other relevant

characteristics:

The company’s shareholders have preemptive rights to subscribe shares for

capital increases in proportion to their percentage holding at the time, except

when granting or exercising options. They also have preference rights (first

refusal) in subscribing convertible debentures and subscription bonuses

(warrants) issued by the company. They are allowed at least thirty days from

publication of the notice to shareholders regarding a capital increase to exercise

their rights, which can be sold by the shareholders concerned.

In accordance with article 172 of the Corporation Law, the board of directors may

revoke these preemptive rights or allow less time for them to be exercised incapital increases via issuance of shares, convertible debentures and subscription

bonuses in takeover tender offers.

The shares issued by the Holding Company will be cancelled when the Transaction is consummated,

and (i) preferred shares will be cancelled after Redemption, while (ii) common shares will be

cancelled by Absorption of the Holding Company.

d. Approval by debenture holders or other creditors

None with regard to BM&FBOVESPA.

With regard to CETIP, it will be proposed that CETIP’s general meeting approve redemption

of the debentures held by those debenture holders who wish to redeem them if CETIP has


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not obtained a waiver, in accordance with the first paragraph of article 231 of the Corporation

Law, during a period of six months from the date on which the minutes from the general

meeting on the Transaction are published.

e. Assets and liabilities that will be comprised in each portion of the company’s equity in

the event of a stock split

Not applicable.

f. Intent of the resulting companies to register as issuers

Not applicable.

4. Business plans, especially regarding the scheduling of specific corporate events

After consummation of the Transaction, the companies will continue to operate as before.

BM&FBOVESPA will remain a public company and CETIP will become a wholly-ownedsubsidiary of BM&FBOVESPA, given the length of time required for integration of the businesses

that BM&FBOVESPA’s experience has shown to be essential. CETIP’s registration as a public

company will persist after consummation of the Transaction until BM&FBOVESPA decides

otherwise. CETIP’s shares will cease trading on the Novo Mercado segment of BM&FBOVESPA

when the Transaction is consummated.

5. Analysis of the following aspects of the transaction:

a. Description of the main expected benefits, including synergies, tax benefits and strategic

advantages:

The aim of the Transaction is to create a world-class market infrastructure company of high

systemic importance and prepared to compete in an increasingly sophisticated and

challenging global marketplace while enhancing the security, solidity and efficiency of the

Brazilian market.

Integration of the companies’ activities will significantly strengthen the combined entity’s

business model by increasing revenue diversification, providing financial institutions,

custodians, registrars, asset managers and brokerage houses with the means to consolidate

their processes and back-office and treasury systems, significantly reducing costs and

operational risks throughout the financial system, and assuring efficiency gains in

interactions with the supervisory authorities for the financial and capital markets.

In light of the companies’ complementarity, their combination will mean gains for customers,

market participants, investors, and companies that need funding to invest or financial

instruments to manage their risks. The combination will also mean enhanced capital

efficiency for customers, given the possibility of using over-the-counter and exchange-traded

derivatives in one and the same central counterparty, together with other securities and

financial assets.

b.

Costs


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The managements of BM&FBOVESPA and the Holding Company estimate that the costs of

the Transaction for these companies will amount to approximately R$50 million, including

expenses with publications, auditors, appraisers, lawyers and other professionals engaged

as advisors for the Transaction.

The management of CETIP estimates that the costs of the Transaction for CETIP will beapproximately R$50 million, including expenses with publications, auditors, appraisers,

lawyers and other professionals engaged as advisors for the Transaction.

c. Risk Factors

The market value of BM&FBOVESPA’s common stock at the time of the Transaction’s

consummation may differ significantly from its price on the date on which the Merger and

Justification Agreement was signed. Although the Merger and Justification Agreement

establishes mechanisms for treating a specified level of fluctuation in the price of

BM&FBOVESPA’s common stock , the price may change owing to a range of factors that are beyond the companies’ control, including changes in their businesses, operations,

projections, timetables, regulatory issues, market conditions, general economic conditions,

and conditions in the industry. BM&FBOVESPA and CETIP cannot desist from the Merger

and Justification Agreement in response to changes in the price of either company’s common

stock.

The success of the Transaction will depend partly on the companies’ ability to realize

opportunities for growth and cost savings as a result of combining the businesses of

BM&FBOVESPA and CETIP. However, there is no certainty that these opportunities and

savings will be successful. If these goals are not successfully achieved, the expected benefits

of the Transaction may not fully materialize or may take longer to materialize than foreseen.

BM&FBOVESPA and CETIP operate independently and will continue to do until the

Transaction is consummated. Both companies will face major challenges in consolidating

functions, integrating their organizations, processes and operations in an optimal and

efficient manner, and retaining personnel. Integrating the companies will be a complex,

lengthy task, and the managements of both companies will have to devote substantial

resources and efforts to it. The integration process and other sensitivities of the Transaction

may result in challenges for each of the companies in their respective business activities, and

these may adversely affect their ability to maintain relationships with customers, suppliers,

employees and others with whom the companies interact, or adversely affect the

materialization of the benefits expected from the Transaction.

d. If the transaction is with a related party, what alternatives could have been used to achieve

the same objectives? State the reasons for which such alternatives were ruled out.

Not applicable.

Exchange ratios were negotiated among independent parties, as described in item f.ii, and

there will be no right of withdrawal, as noted in itemErro! Fonte de referência não encontrada..

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