BM&F BOVESPA S.A. BOLSA DE VALORES, MERCADORIAS E FUTUROS

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1 BM&F BOVESPA S.A. BOLSA DE VALORES, MERCADORIAS E FUTUROS Corporate Taxpayers ID (CNPJ) No / Company s Registry ID (NIRE) No MINUTES OF THE BOARD OF DIRECTORS MEETING HELD ON NOVEMBER 11, Date, time and place: The meeting was held on November 11, 2008, at 1:00 p.m. (Brazilian time), at the Company s headquarters located in the city of São Paulo, state of São Paulo, Brazil, at Praça Antonio Prado, Directors Present: Messrs. Gilberto Mifano, Chairman; Gustavo Henrique de Barroso Franco, Júlio de Siqueira Carvalho de Araújo, Luiz Gonzaga de Mello Belluzzo, Manoel Felix Cintra Neto, René Marc Kern and Roberto Rodrigues, Directors. Justified absences: Messrs. Ary Oswaldo Mattos Filho, Vice-Chairman; Craig Steven Donohue, José Roberto Mendonça de Barros and Marcelo Fernandez Trindade, Directors. 3. Chair: Mr. Gilberto Mifano, Chairman. Secretary: Ms. Nora Rachman. 4. Resolutions: Based on the supporting documentation filed at the Company s headquarters, the following resolutions were adopted by unanimous vote and without restrictions by the Board of Directors, which also authorized these minutes to be published in summary form: 4.1 ITR and Comments on the 3Q08 Performance. The Comments on the 3Q08 Consolidated Performance and the information contained in the Quarterly Information Report (ITR) were approved on September 30, The Directors resolved that, upon their analysis and due approval, at least 50% of the net income that may be recorded in the second semester of 2008 will be distributed in the form of interest on equity and dividends. 4.2 Stock Option Program. A Stock Option Program has been created for the Company pursuant to the Stock Option Plan approved at the Shareholders Extraordinary General Meeting held on May 8, 2008, the wording of which shall be filed at the headquarters of the Company (Annex 1). The Executive Officers are authorized to take the necessary steps to implement this Program. 4.3 Adjustments to the structure of BSM. At the Shareholders Extraordinary General Meeting of Bovespa Supervisão de Mercado (Bovespa Market Supervision BSM ), the suggested vote was approved in relation to the following resolutions with consequential amendments to the Bylaws of the Company as follows: Change of its name to BM&FBOVESPA Supervisão de Mercados (BM&FBOVESPA Market Supervision) Adjustment to its corporate structure which shall hereafter operate within the structure of the Company itself and Banco BM&F S.A. (BM&F Settlement Bank) Extinction of the BSM Board of Directors, whose current attributions will be absorbed by the Company s Board of Directors Alteration in the number of members of the BSM Board of Supervision, which will be composed by at least 5 and at most 8 members The appointment of Mr. Luis Gustavo da Matta Machado as the new Chief Regulatory Officer in replacement of Mr. Otávio Yazbek, who submitted his resignation.

2 5. Adjournment: There being no further business to come before the Board at this time, the meeting, the proceedings of which were entered into these summary minutes, which were read, approved and signed by all the attending Directors, was adjourned. São Paulo, November 11, This is a true copy of the original minutes recorded in the meetings minute book. GILBERTO MIFANO Chairman

3 2008/2009 Stock Option Program BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e Futuros S.A.

4 1. Objective THE 2008/2009 STOCK OPTION PROGRAM ( Program ) is part of the STOCK OPTION PLAN approved by the Shareholders Extraordinary General Meeting held on May 8, 2008 ( Option Plan ), whose objective is to provide the officers, managers, service providers deemed strategic, and employees deemed talents of the Company and its direct and indirect controlled companies with greater alignment of their interests with the interests of the other shareholders. However, the granting of the benefit implied in this program shall always be conditional upon achievement of certain performance and cost reduction targets applicable to all beneficiaries which shall be specified by the Chief Executive Officer and in certain hierarchical levels jointly with the Executive Officers. 2. Beneficiaries The eligible positions for participation in the Program are as follows: Chief Executive Officer Executive Officers Officers Managers (*) Circumstanced Employees (*) Service Providers (*) (*) These positions are eligible in case of occupants of strategic positions and/or to retain special talents. The list of beneficiaries shall be proposed by the Chief Executive Officer and approved by the Board of Directors upon recommendation of the Designation and Compensation Committee Severance Compensation With Good Cause In the hypothesis of removal from office for violation of duties and responsibilities as administrator or dismissal with good cause, or termination of the services agreement with good cause, in accordance with the Brazilian civil or labor Laws, all Options not exercised shall expire without the right to compensation, whether or not the vesting period has expired. Without Good Cause In the hypothesis of termination of the agreement between the Beneficiary and the Company, due to the administrator s removal from office, dismissal or termination of the services agreement without good cause, the Beneficiary shall be entitled as follows: Options whose vesting period has expired may be exercised within a maximum period of 90 days, counting from the event that originated the termination of the

5 contract with the Company, in compliance with the maximum term stipulated for this Program. Options within the applicable vesting period shall expire. Voluntary Dismissal In the hypothesis of resignation, or voluntary dismissal of the Beneficiary, the same severance rules as described above for cases of dismissal without good cause shall apply It is the Chief Executive Officer s responsibility, by suggestion of the Designation and Compensation Committee, to decide on eventual exceptions to the provisions of this clause. 3. Allocated Capital As approved by the Shareholders Extraordinary General Meeting of May 8, 2008, the Global Volume of the Stock Option Plan is equal to up to 2.5% of the Company s capital stock. In relation to the 2008/2009 period up to 0.70% of the capital stock of the Company may be used on the date on which the Options are granted (12/19/2008) and up to 0.2% are for new hires and premiums for the top performances in the period. The remaining, no less than 1.8%, thus adding 2.5% as approved in the Option Plan, shall be used to create 4 more Stock Option Programs for the next years. Once the Option is exercised by the Beneficiary, the corresponding shares shall be issued through an increase in the Company s capital stock or use of stock held in treasury. 4. Mechanism 4.1. Instrument A Stock Option Grant Agreement shall be entered into between BM&FBOVESPA and each Beneficiary ( Agreement ) containing details of the Program, an explanation on how the Program functions, and the criteria for the granting and exercise of the Option. Options purchased through this Program are the exclusive ownership of the Beneficiary in question, and may not, under any circumstances whatsoever, be transferred to a third party, except in case of succession resulting from decease Validity of the Program - Initial Base Date The Program relates to the period from July 1, 2008 to June 30, The initial base date of the Program is July 1, 2008, from which the vesting periods for eligible Beneficiaries shall be counted Vesting Period Beneficiaries may exercise actually granted Options (item 5 definition of Quantity) at the rate of ¼ in each year, commencing on June 30, 2009, as follows: ¼ from June 30, 2009, ¼ from June 30, 2010, ¼ from June 30, 2011, and ¼ from June 30, 2012.

6 4.4. Grant Date The grant date of the Options relating to this Program is December 19, Strike Price As set out in the Plan approved at the Shareholders Extraordinary General Meeting held on May 8, 2008, the Options strike price shall be the average closing price of the last 20 trades prior to their grant date (December 19, 2008) which shall in this case comprise the period from November 21 to December 18, No discounts shall apply to the strike price. In the event that there is a capital increase by public or private subscription, Options already granted whose vesting period shall have expired, if applicable, may be exercised throughout the period for the exercise of preemptive rights and the shares public distribution period, at the strike price or at the subscription price of these new shares, whichever is lower. Issues of shares resulting from the exercise of options under the Options Plan of former BM&F are not included in the provisions hereof. The amount of dividends, interest on equity and other returned capital paid by the Company per share shall not be deducted from the strike price of the Options Premium For this Program, the Option premium amount shall always be zero Maximum Option Exercise Term Options may be exercised after the expiry of each vesting period, limited to a maximum of 7 years after the first vesting period, i.e., June 30, Option Exercise Options may be exercised in part or in whole following compliance with vesting periods. Any Beneficiary who wishes to exercise such Options shall communicate such intention to the Company in writing indicating the quantity of shares under the terms of the applicable notice form. Should Options be exercised in part, the Option holder may exercise the remaining rights resulting from the Agreement within the periods and under the conditions established therein, subject to the events provided for in this Program. Options which fail to be exercised within the periods and terms hereunder shall be deemed forthright void, with no right to indemnity. The Company may determine that the right to Option exercise be temporarily suspended in the event of any incidents which may, under the terms of applicable laws or regulations, limit or impede stock trading by Beneficiaries.

7 4.8. Option Exercise Settlement The Option strike price shall be paid in cash by the relevant Beneficiary. No share shall be delivered to any Beneficiary as a result of Option exercise, except if all legal and regulatory requirements have been fully complied with. 5. Definition of Quantity The Stock Option Grant Agreement entered into with the Beneficiary shall specify a base number of options that the Beneficiary may be granted. The base number will vary on the basis of the strategic position held by the Beneficiary and the targets set for the Beneficiary. The actual number of options that shall be granted to each Beneficiary shall be defined as a function of the appraisal of their performance by the Chief Executive Officer and in certain hierarchical levels jointly with the Executive Officers. The definition of the actually granted number of Options which may be lower (in case of unsatisfactory performance) or greater (in case of outstanding individual performance) than the base number shall be notified to each Beneficiary by June 30, 2009, always subject to the global limit of the Program (item 3, Allocated Capital).