Annual Shareholders' Meeting - 03.30.2015 - Call Notice

BM&FBOVESPA S.A.
- BOLSA DE VALORES, MERCADORIAS

E FUTUROS
The Brazilian Securities, Commodities and Futures Exchange
Brazilian Federal Taxpayer (CNPJ) No.09.346.601/0001-25
State Registration (NIRE) No.35.300.351.452
Public Company
CALL NOTICE TO
COMBINED ANNUAL AND EXTRAORDINARY
SHAREHOLDERS MEETING
The shareholders of BM&FBOVESPA S.A. Bolsa de Valores,
Mercadorias e Futuros (BM&FBOVESPA or Company) are invited to
attend the Combined Annual and Extraordinary Shareholders Meeting
called to convene on March 30, 2015, at 11 a.m., as an exception not in the
Companys registered office but at Rua XV de Novembro, 275,
Downtown, in the City of So Paulo, State of So Paulo, to resolve on the
following order of business:
I Agenda for the Annual General Meeting:
(1) To receive Managements annual report, and to receive, review and
judge the Financial Statements as of and for the year ended December 31,
2014;
(2) To consider the proposal on allocation of net income for the year
ended December 31, 2014 and on dividends;
(3) To elect the members of the Board of Directors; and
(4) To set the aggregate compensation amount payable in 2015 to
members of the board of directors and the board of executive officers.
II Agenda for the Extraordinary General Meeting:
(1) To consider and vote Managements proposal to amend the following
provisions of the Bylaws of BM&FBOVESPA:
(a) to amend Article 1 to include a new paragraph for compliance with
subsection 8.1 of the recently revised Issuer Registration and Securities
Listing Rules of BM&FBOVESPA;
(b) to amend Article 5 to state the modified number of shares currently
issued and outstanding, as resulting from the cancellation of 85,000,000
shares of treasury stock, implemented with no reduction of the capital

stock amount, as approved by the Board at the meeting held on
2/10/2015;
(c) to reword (c.1) Article 22, paragraph 4 (indent b); (c.2) Article
29,
indent
b;
(c.3)
Article
47,
indent
c;
(c.4) Article 50, sole paragraph (indents d and f), as well to add:
(c.5) indent e to paragraph 4 of Article 22; and (c.6) paragraph 1 to
Article 32, in line with the better recommended corporate governance
standards;
(d) to amend Article 22, indent b of paragraph 6, so as to increase
from 5% to 7% the ownership limit that defines an independent director;
(e) to reword Article 30, indent c, to be consistent with the rules
adopted by BM&FBOVESPA;
(f) amendments related to the authority and name of the existing
Risk Committee, with changes to: (f.1) Article 45, indent d,
(f.2) Article 51, main provision and paragraph 1 (indents a, b, and
c); and additions as follows: (f.3) indents d, e, f and g of
paragraph 1 of Article 51;
(g) to amend Article 46, main provision and paragraph 1, and addition
of a paragraph 2 to allow the participation of one more Independent
Director as Audit Committee member; and
(h) the following amendments relate to changes regarding renumbering
of items, minor wording adjustments and corrections, including with
respect to cross references: (h.1) Article 1, sole paragraph; (h.2) Article
22, paragraph 4 (indents c and d); (h.3) Article 32, sole paragraph;
(h.4) Article 34, main provision; (h.5) Article 35, indent l;
(h.6) Article 46, main provision, and paragraphs 2 though 5, and (h.7)
Article 51, paragraph 1.
The following documents are available for shareholders to withdraw at the
registered office of BM&FBOVESPA, and are accessible in the Investor
Relations website at www.bmfbovespa.com.br/ri/, as well as in
BM&FBOVESPAs website at www.bmfbovespa.com.br and in the CVM
website at www.cvm.gov.br: the Management Proposal, which includes (i)
the proposal on allocation of net income for the year ended December 31,
2014; (ii) the slate of candidate directors who, if elected, would serve for a
two-year term ending at the time the annual shareholders meeting convenes
in 2017; (iii) the proposal on aggregate compensation payable to members
of the board of directors and members of the board of executive officers in

2015; and (iv) a comparative table of current bylaws provisions, proposed
amendments, and related justifications. Moreover, the following additional
documents are also available and accessible at the same locations: (i) the
Managements annual report; (ii) the financial statements as of and for the
year ended December 31, 2014; (iii) the independent auditors report, and
(iv) the Audit Committees annual report (which documents have been
published in issue of February 11, 2015, of each of the Valor Econmico
newspaper and the Official Gazette of the State of So Paulo), in addition to
(v) the Practical Guide to the Combined Annual and Extraordinary
Shareholders Meeting, which includes the information required under CVM
Instructions 480/09 and 481/09.
General Information: You may attend the meeting in person or appoint a
delegate to attend. For the convenience of shareholders and as a means to
encourage attendance, the Company will be making available the Online
General Meetings (or Assembleias Online) system for electronic voting
or voting by proxy, which will require shareholders to register before the
meeting date, as well as to take certain actions and deliver documents for
validation. The Online General Meetings system may be accessed at
www.assembleiasonline.com.br. Additional information can be found in the
Practical Guide to the Shareholders Meetings.
Moreover, shareholders that elect to appoint a representative by granting a
traditional power of attorney are advised that this should be accomplished
giving regard to the requirements of article 126 of Brazilian Corporate Law
(Law No. 6.404/76, as amended).
We kindly request our shareholders to register to attend starting from
March 12, 2015. Shareholders that are natural persons and wish to appoint a
delegate to attend on their behalf should present the relevant power of
attorney upon registering. Shareholders that are legal persons and wish to
have a legal representative or appointed delegate attend the meeting on their
behalf are advised that the registration process requires presenting proper
documentation to evidence capacity and authority given to the legal
representative (corporate acts) or, as the case may be, appointed delegate
(power of attorney). The required documents are expected to be delivered to
the Company, at Rua XV de Novembro, 275, 5th floor, Downtown, in So
Paulo, Brazil, care of the Investor Relations Department of
BM&FBOVESPA.
Attending shareholders, legal representatives and appointed delegates are
advised to come bearing proper identification documents.
Under Article 3 of CVM Ruling 165/91, as amended pursuant to CVM
Ruling 282/98, holders of record representing at least five percent (5%) of
the shares of stock issued and outstanding are entitled to request adoption of
cumulative voting for the election of board members.
So Paulo, February 26, 2015
Pedro Pullen Parente

Chairman of the Board of Directors

Annual Shareholders' Meeting - 03.30.2015 - Call Notice

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BM&FBOVESPA S.A.

- BOLSA DE VALORES, MERCADORIAS

shares of treasury stock, implemented with no reduction of the capital

of the board of directors and members of the board of executive officers in

Pedro Pullen Parente

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