General Meeting of Members Decides the Spin-Off and Demutualization of the Brazilian Mercantile & Futures Exchange (BM&F)

- Members of the Board of Directors and the Self-Regulation Board are elected
- Creation of BM&F SA is also Approved by the General Meeting
- BM&F and General Atlantic Sign Agreement for a 10% Equity Investment in BM&F for BRL1 Billion

SÃO PAULO, BRAZIL--The Brazilian Mercantile & Futures Exchange (BM&F) and General Atlantic LLC have signed an agreement by which General Atlantic will acquire from the current equity members of the Exchange a 10% stake in BM&F SA for BRL1 billion. The agreement involves shares created from the BM&F demutualization, which was approved today by its members gathered in a General Meeting. The demutualization is the result of the partial spin-off of the BM&F current equity, and the incorporation of the spun-off portion in the amount of BRL1.28 billion-of which BRL901 million relate to members' equity and BRL379 million to legal reserves-into a new company, called BM&F SA. BM&F SA has incorporated all of the Brazilian Mercantile & Futures Exchange activities, except for the educational and social areas (which comprise the Institute of Education, the APBM&F job training association and the Athletics Club), which will remain under the Exchange's responsibility. This restructuring is covered in the bylaws of both entities, which were also approved by the General Meeting.

BM&F SA's General Meeting, which was subsequently held, has authorized its managers to take all necessary measures towards the company's initial public offering. Pursuant to the provisions of the BM&F SA bylaws, the members of the Board of Directors and of the Self-Regulation Board were elected in compliance with the requirements established by the Brazilian Securities and Exchange Commission (CVM), and with Brazil's corporation law and BOVESPA's "Novo Mercado" Listing Rules.

Under the agreement, General Atlantic will not sell its BM&F SA shares for two years.

Julio de Siqueira Carvalho de Araujo, Luiz Gonzaga Belluzzo, Manoel Felix Cintra Neto, Luiz Fernando Figueiredo, Gustavo Franco, Renato Diniz Junqueira, Rene Kern, Roberto Quiroga, and Roberto Rodrigues have been elected to the Board of Directors. Wladimir Castelo Branco, Gustavo Loyola, and Rodrigo Telles da Rocha Azevedo have been elected to the Self-Regulatory Board.