CIRCULAR LETTER. BM&FBOVESPA Participants of the BOVESPA (Equities) and BM&F (Derivatives) Segments

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1 November 4, /2008-DP CIRCULAR LETTER BM&FBOVESPA Participants of the BOVESPA (Equities) and BM&F (Derivatives) Segments Re.: Access Conditions New Rules and Procedures. In continuing its integration process, BM&FBOVESPA is creating a new model for access to its markets. After this Circular is published, this model will provide current participants and those willing to join said markets BOVESPA and BM&F segments, trading and/or settlement with greater flexibility in relation to the choice of activity and specialization focused. For this purpose, the BOVESPA segment has been defined as the stock market, BOVESPAFIX (corporate fixed income), the organized over-the-counter market, including SOMAFIX (organized fixed income over-the-counter market), and all other markets formerly managed by said Exchange. Likewise, the BM&F segment has been defined as the financial and agribusiness derivatives markets (exchange traded and over-the-counter), the securities market (government bonds), the foreign exchange market (foreign currency for delivery) and all other markets formerly managed by said Exchange. Annex I contains a full list of the different types of trading and settlement access to the BOVESPA and BM&F segments, and include the differences in relation to the current models. The following documents have also been annexed: Participant Rules (BOVESPA segment), Rules of Access to the BM&FBOVESPA Systems and Markets (BM&F segment) and the Procedures Manual for Participant Admission to both segments, contemplating the technical, technological, operational and financial requirements. Those documents jointly provide the rules, procedures and conditions for granting and maintaining access to the BM&FBOVESPA markets and segments. Among the advantages of this new structure, we highlight that it is possible for participants in one segment to join the other without their application having to be reviewed by the Board of Directors. All they need to do is to satisfy the Exchange s technical, technological, operational and financial requirements. In relation to new participants, in addition to meeting said requirements, their applications will have to be reviewed by the Board of Directors. We avail ourselves of this opportunity to inform that, pursuant to CVM Instruction 461, we are working with the Central Bank of Brazil to provide financial institutions with greater flexibility in connection with current requirements (obligation to be incorporated as securities firms, or CTVM in the Portuguese acronym), in order to act in the equities segment. Current trading, settlement and custody participants of the BOVESPA segment (Brokers, Clearing Agents, Custodians and other participants) and the BM&F segment (Brokers,

2 Clearing Members, Locals and other participants) have a deadline of December 31, 2008, to adapt to the newly established financial requirements. In relation to new participants, the fees listed below have been created comprising admission costs per segment and category accessed. They do not apply to those who are already registered in the relevant segments, except for the annual maintenance fee, which will apply to both new and current participants. Registration fee: Charged at the commencement of the admission process. In case applicants discontinue their registration, this fee will not be refunded. A participant applying simultaneously for authorization in the BOVESPA segment and in the BM&F segment, or in more than one access category within a single segment will only pay one registration fee. If the amounts charged by way of registration fee for a trading segment or category are different, the fee having the greatest amount will be required. Trading license fee: Charged only once when a participant becomes qualified. In relation to the BM&F segment, the license fee charged to a participant applying for several restricted Trading Rights (DNs) will be equal to the sum of the fees relating to each Trading Right granted, provided that the ceiling of the total amount charged is the amount relating to unrestricted Trading Rights. For participants applying for unrestricted access to BM&F s markets and full access to BOVESPA s markets, the trading license fee will be equal to the sum of the amounts required in each case, i.e. BRL600,000. Admission fee for Settlement Rights (DLs) or CBLC participants: Charged only once when a participant becomes qualified. For participants applying for access as Clearing Members (DL in the BM&F segment) and Clearing Agents (BOVESPA segment) the admission fee will be equal to the sum of the amounts required in each case. Annual maintenance fee: The purpose of this fee is to cover audit costs. It is due and payable by every participant and is equal to 5% of the base amount specified as the trading license fee or the admission fee for Settlement Rights or CBLC participants. This fee will come into force at the end of Thereafter, it will be separately charged at the end of each fiscal year per trading and settlement segment in the BOVESPA and BM&F markets. Where a participant holds Trading Rights for BM&F s markets and also has access to BOVESPA s markets only one maintenance fee will be charged. Likewise, a holder of Settlement Rights for BM&F s markets who is also a CBLC participant will pay a single annual maintenance fee. In both cases, should there be a difference between the maintenance fees of the segments, the fee having the greatest amount will be required. In relation to the amount of the minimum monthly fees, the following policy will apply: BOVESPA and BM&F segments Requirement effective January 2, 2009: The amount due by way of minimum monthly fee will be calculated as the difference, if positive, between the amount of the minimum monthly fee specified and the amount of fees resulting from transactions executed by the relevant access holder. At the end of

3 each semester, in the event that a participant has overpaid the minimum fee, said participant will be entitled to request a refund to the Exchange. The minimum fee policy is described in item 4.12, section I (BOVESPA segment), and in item 5, section I (BM&F segment), of the Procedures Manual for Participant Admission, which defines the calculation criteria and any discounts resulting from the activity of a participant in both segments, among other information. Below we list some of the situations contemplated under the new access model. (a) Participants that already hold Full Access to the BOVESPA segment (equities) and wish Unrestricted Trading Rights for the BM&F segment (derivatives) and vice versa just need to apply for admission to the segment. The registration fee will not be charged and in such cases the license fee will be equal to only BRL200,000 (a 33% discount on the amount fixed for the category). We emphasize, however, that all other requirements must be satisfied by applicants for their full qualification. (b) Participants that are already qualified for the BOVESPA segment (equities) and wish to change their access category (b1) from Regional Access to Full Access: The procedure and the admission costs are the same as in the preceding item, i.e. in addition to the waiver of the admission process, a 33% discount will be granted on the amount of the license fee for the intended category; and (b2) for all other types of access: The registration fee will not apply and the trading license fee will be equal to the difference between the license fees for the intended category and the current category. (c) Restricted Trading Right for Stock Index BOVESPA Brokers: Participants of the BOVESPA segment that were duly qualified on March 29, 2007 (date on which the 51 st General Meeting was held and BOVESPA waived veto rights in relation to BM&F s Bylaws, which enabled its subsequent demutualization), and did not have any pending issues with BM&F are exempt from the registration fee and the license fee for restricted Trading Rights for stock index derivatives. The other requirements involved in the process must be regularly met by applicants for qualification. (d) Participants that already have Access to the BOVESPA segment (equities) and wish Restricted Trading Rights for the BM&F segment just need to apply for admission to the segment. The registration fee will not be charged and in such cases the license fee will enjoy a 33% discount on the amount fixed for the category. All other requirements must be regularly satisfied by applicants for their qualification. (e) Brokers and Clearing Members that are former BM&F members and joined the Equity Membership Repurchase Program in 2005 are free to apply for admission to any access category. They will be treated as new applicants and the same cost and qualification requirements will apply to their qualification. The Market Development Office will concentrate attention to and relationship with new and current participants and, where necessary, it will forward requests to the other areas within the Exchange. Further clarifications may be obtained from Verdi, Sandra, Jefferson, Francisco, Sigmar, and Paula by telephone at (5511) , , ,

4 , , or , or also from Walderez, Daniel, and Camila by telephone at (5511) or Further information may be obtained from the Regulatory Office, with Nora or Patrícia, by telephone at (5511) Edemir Pinto Chief Executive Officer Paulo de Sousa Oliveira Jr. Chief Business Development Officer

5 Annex I to Circular Letter 078/2008-DP BM&FBOVESPA S.A. ACCESS CONDITIONS BOVESPA SEGMENT: BOVESPA segment is defined as the stock market, BOVESPAFIX (corporate fixed income), the organized over-the-counter market, including SOMAFIX (organized fixed income over-the-counter market), and all other markets managed by said Exchange. BOVESPA TRADING Participant categories Current access rules Categories of BOVESPA participants: Full Access Regional Access Pioneer Access Fixed Income and Over-the-Counter Access New rule Unchanged Operational and technological requirements Item Current rule New rule PQO 1 None Compliance by participants with the Basic Guidelines Technology package From BRL6,000 to BRL30,000, depending on the access category. These amounts may be reduced to BRL2,000 and BRL10,000 in view of traded volumes. Unchanged Financial and collateral requirements Own working capital * (Amounts in BRL) Category Current rule New rule Full 3,000, ,750, Regional 600, , Pioneer 600, , Fixed income and OTC 600, , The deadline for current participants to adapt to the Operational Qualification Program (PQO) is June 30, This program will be required from all BOVESPA segment participants. In relation to new participants, adaptation will apply with immediate effect. * The new rules apply with immediate effect to new participants. Current participants have a deadline of December 30, 2008, to adapt.

6 BOVESPA TRADING CONTINUED Operational Performance Fund (FDO) * (Amounts in BRL) Category Current rule New rule Full None 6,000, Regional 1,000, Pioneer 1,000, Fixed income and OTC 1,000, Collateral to cover refunds through the Loss Refund Mechanism (MRP) 2 (Amounts in BRL) Category Current rule New rule Full Regional Pioneer From 100, to 3,000,000.00, depending on the category and traded volumes. Such amounts relate to collateral pledged by intermediaries for the MRP. Unchanged Admission costs (Amounts in BRL) Category Registration fee (New participants) 3 Trading license fee (New participants) 4 Annual maintenance fee for trading 5 Full 10, , , Regional 7, , , Pioneer 5, , , Fixed income and OTC 5, , , In addition to the pledge of collateral, participants pay a monthly contribution to the MRP (0.0012% of the volume traded in the preceding month, excluding proprietary portfolio trading). 3 This fee is charged only once, upon commencement of the registration process. 4 This fee is charged only once in the participant s qualification process when access is granted. 5 The maintenance fee will be charged to all participants on the first business day of the year. * The new rules apply with immediate effect to new participants. Current participants have a deadline of December 30, 2008, to adapt.

7 TRADING BOVESPA CONTINUED Minimum monthly fee policy 6 (Amounts in BRL) Category Current rule New rule Full None 50, Regional 10, Pioneer 3, Fixed income and OTC 3, CBLC SETTLEMENT AND CUSTODY Participant categories Current access rules Full Clearing Agent Proprietary Clearing Agent Specific Clearing Agent Custodian Gross Settlement Agent New rule Unchanged Operational requirements Item Current rule New rule PQO* None Compliance by participants with the Basic Guidelines Financial requirements and collateral pledge Clearing Fund (FLO) (Amounts in BRL) Category Current rule New rule Full Clearing Agent 3,800, ,900, Proprietary Clearing Agent 1,200, ,600, The new minimum fee policy will come into force on the first business day of January * The deadline for current participants to adapt to the PQO is June 30, This program will be required from all CBLC segment participants. In relation to new participants, adaptation will apply with immediate effect.

8 CBLC SETTLEMENT AND CUSTODY CONTINUED Financial requirements and collateral pledge Access category Shareholders equity Net working capital/ Own working capital Full Clearing Agent (Nonbanking institution) Full Clearing Agent (Banking institution) BRL3.0 million and BRL2.0 million per Trading Participant or Qualified Investor; or BRL3.0 million and BRL2.0 million for every BRL100.0 million settled monthly per Trading Participant or Qualified Investor; or The greatest between the two above, subject to a ceiling equal to BRL17.0 million. BRL3.0 million and BRL2.0 million per Trading Participant or Qualified Investor; or BRL3.0 million and BRL2.0 million for every BRL100.0 million settled monthly per Trading Participant or Qualified Investor; or Required shareholders equity, as defined in Annex IV to CMN Resolution 2099, of August 17, 1994, and subsequent legislation (calculation of capital adequacy ratio); or The greatest between the three above, subject to a ceiling equal to BRL17.0 million. BRL1.0 million and BRL0.5 million per Trading Participant or Qualified Investor; or BRL1.0 million and BRL0.5 million for every BRL100.0 million settled monthly per Trading Participant or Qualified Investor; or The greatest between the two above, subject to a ceiling equal to BRL15.0 million. None None Fixed asset index Fixed asset margin, calculated pursuant to CMN Resolution 2283, of June 5, 1996: - BRL1.0 million and BRL0.25 million per Trading Participant or Qualified Investor; or - BRL1.0 million and BRL0.5 million for every BRL100.0 million settled monthly per Trading Participant or Qualified Investor; or - The greatest between the two above, subject to a ceiling equal to BRL15.0 million.

9 CBLC SETTLEMENT AND CUSTODY CONTINUED Access category Shareholders equity Net working capital / Own working capital Proprietary Clearing Minimum shareholders equity Equal to or greater than BRL600,000 Agent and Specific requirements set by the Central Bank Clearing Agent of Brazil: BRL3.0 million (Nonbanking institution) None Fixed asset index Proprietary Clearing Agent and Specific Clearing Agent (Banking institution) The greatest shareholders equity value between: BRL3.0 million; and Required shareholders equity, as defined in Annex IV to CMN Resolution 2099, and subsequent legislation (calculation of capital adequacy ratio). None Fixed asset index, as defined in CMN Resolution 2283, and subsequent legislation, applying the same maximum percentage as required by the CMN or the Central Bank of Brazil; and Fixed asset margin calculated pursuant to CMN Resolution 2283, applying a minimum requirement equal to BRL1.0 million.

10 CBLC SETTLEMENT AND CUSTODY CONTINUED Category Shareholders equity Custody limits Full Custodian Shareholders equity greater than BRL10 million Full Custodians may hold assets in custody with the Depositary without any preestablished limit Proprietary Custodian Shareholders equity greater than BRL1.5 million Proprietary Custodians with shareholders equity greater than BRL1.5 million and lower than BRL5 million must comply with the following rules: - Satisfy a custody limit equal to the value of shareholders equity multiplied by an index equal to 10; and - Satisfy a custody limit equal to an amount in custody of BRL20 million for the group of investment clubs and institutional investors to whom they provide custody services. Proprietary Custodians with shareholders equity equal to or greater than BRL5 million and lower than BRL10 million are subject to a custody limit equal to an amount in custody of BRL20 million for the group of investment clubs and institutional investors to whom they provide custody Special Custodian Special Custodians may hold assets in custody with the Depositary solely and exclusively for proprietary Custody Accounts, in which case no minimum shareholders equity requirement applies services There are no preestablished custody limits, but the CBLC may set them at any time

11 CBLC SETTLEMENT AND CUSTODY CONTINUED Admission costs (Amounts in BRL) Category Registration fee Admission fee (New participants) 2 (New participants) 3 Full Clearing Agent 10, , , Annual maintenance fee 4 Proprietary Clearing 7, , , Agent Specific Clearing 5, , , Agent Custodian 5, , , Gross Settlement Agent 4, , This fee is charged only once, upon commencement of the registration process. 3 This fee is charged only once in the participant s qualification process when access is granted. 4 The maintenance fee will be charged to all participants on the first business day of the year.

12 BM&F SEGMENT: BM&F segment is defined as the financial and agribusiness derivatives markets, the securities market (government bonds), the foreign exchange market (foreign currency for delivery) and all other markets formerly managed by said Exchange. BM&F TRADING RIGHTS (DNs) As a result of BM&F s demutualization, equity memberships were converted into common shares in BM&F S.A. and access rights to its trading and/or settlement systems, subject to qualification prerequisites. The table below summarizes the conversion of equity memberships into trading rights. Participant categories Category of BM&F participants Trading Rights after demutualization prior to demutualization Commodities Broker Local Agricultural Commodities Local Special Broker Foreign Exchange DO Member Securities Trading Participant (PNA) Trading Permit for Specific Products(PAPE) 1 Unrestricted DN Restricted DN (i) Agricultural Derivatives Grain (ii) Agricultural Derivatives Livestock (iii) Agricultural Derivatives Coffee (iv) Agricultural Derivatives Sugar Restricted DN (i) Over-The-Counter Derivatives Restricted DN (i) Foreign Currency for Delivery Restricted DN (i) Federal Government Bonds Restricted DN (accesses through a market or a trading system) (i) Interest Rate Derivatives (ii) Foreign Exchange Derivatives (iii) Stock Index Derivatives (iv) Energy Derivatives (v) Metal Derivatives For new trading participants Applicants may elect to acquire one or more of the above listed Trading Rights. The definition applicable to each type of DN can be found in the Procedures Manual for Participant Admission. 1 As is the case of the other categories, a PAPE will be given a restricted DN for the specific product its holder already trades.

13 BM&F TRADING RIGHTS CONTINUED Operational and technological requirements Item Current access rules New rules PQO 2 Compliance by Commodities Brokers Unchanged with the Basic Guidelines Technology package None Under discussion for implementation Financial requirements and collateral pledge Own working capital* (Amounts in BRL) Category Current rule New rule Unrestricted DN 3,750, ,750, Restricted DN None 3,000, (interest rate, foreign exchange and Ibovespa) Restricted DN (all other contracts) None 1,000, Category Operational Performance Fund (FDO)* (Amounts in BRL) Current rule New rule Local 3 Commodities Local Commodities Broker Broker Unrestricted DN 6,000, ,600, ,000, ,600, Restricted DN (interest rate, foreign exchange and Ibovespa) Restricted DN (all other contracts) None None 4,000, ,600, None None 3,000, ,000, The deadline for current participants to adapt to the PQO is June 30, This program will be required from all DN holders, except for the followings: Foreign Currency for Delivery DN, Bonds DN and Locals. In relation to new participants, adaptation will apply with immediate effect. 3 The ceiling for the aggregate amount of the sum of restricted DNs is the collateral amount required from unrestricted DNss. * The new rules apply with immediate effect to new participants. Current participants have a deadline of December 30, 2008, to adapt.

14 BM&F TRADING RIGHTS CONTINUED Trading Right Registration fee (New participants) 3 Legal entities and individuals Admission costs (Amounts in BRL) Trading license fee (New participants) 4 Annual maintenance fee for trading 5 Legal entities Individuals Legal Individuals entities Unrestricted 10, , , , , Interest Rate, Foreign Exchange 7, , , , Stock Index 7, , , , Agricultural 5, , , , Derivatives OTC Derivatives Foreign Currency for Delivery Federal Government Bonds 5, , , , , , , , , This fee is charged only once, upon commencement of the registration process. 4 This fee is charged only once in the participant s qualification process when access is granted. 5 The maintenance fee will be charged to all participants on the first business day of the year.

15 BM&F TRADING RIGHTS CONTINUED Trading Right Minimum monthly fee policy 6 (Amounts in BRL) Current rule New rule Legal entities Individuals Legal entities Individuals Unrestricted 27, , , , Interest Rate, None None 35, , Foreign Exchange Stock Index None None 25, , Agricultural Derivatives None , , OTC Derivatives None None 3, Foreign None None 3, Currency for Delivery Federal Government Bonds None None 2, The new minimum fee policy will come into force on the first business day of January 2009.

16 BM&F SETTLEMENT RIGHTS The table below summarizes the conversion of former equity memberships into Settlement Rights (DLs). Participant category prior to demutualization Derivatives (i) Clearing Member of the Derivatives Clearinghouse and Direct Settlement Participant (PLD) Securities (i) Centralized Settlement Participant (ii) Restricted Clearing Member (iii) Full Clearing Member of the Securities Clearinghouse Foreign Exchange (i) Participant bank of the Foreign Exchange Clearinghouse Settlement Rights after demutualization Derivatives (i) DL types I, II and III Securities (i) DL type I (ii) DL type II (iii) DL type III Foreign Exchange (i) DL type I For new settlement participants Applicants may elect to acquire the above listed Settlement Rights. The definition applicable to each type of DL can be found in the Procedures Manual for Participant Admission. Operational requirements Item Current access rules New rules PQO 1 None Compliance by participants with the Basic Guidelines 1 The deadline for current participants to adapt to the PQO is June 30, This program will be required from all DL holders. For new participants, adaptation will apply with immediate effect.

17 BM&F SETTLEMENT RIGHTS CONTINUED Settlement Rights Derivatives Clearinghouse type 1 Derivatives Clearinghouse type 2 Derivatives Clearinghouse type 3 Financial requirements and collateral pledge (Amounts in BRL) Own working capital Operational Performance Fund (FDO) Clearing Fund (FLO) * 6,000, ,500, ,000, ,000, ,500, ,000, ,000, ,500, ,000, , per DN under DL holder s responsibility 2 Foreign Exchange Clearinghouse Participation Fund (FP) (Amounts in BRL) Settlement Right Operating limit granted by the Clearinghouse Requirement to DL holders Foreign Exchange Limit USD150 million 1,000, Clearinghouse USD150 million < Limit USD350 million 2,000, type 1 Limit > USD350 million 3,000, * The new rules apply with immediate effect to new participants. Current participants have a deadline of December 30, 2008, to adapt. 2 In addition to BRL500, per DN, the Exchange may at any time require additional pledges from Settlement Right holders, at its own discretion, in view of the value at risk relating to the positions held by each DN under their responsibility.

18 BM&F SETTLEMENT RIGHTS CONTINUED Settlement Right Derivatives Clearinghouse type 1 Derivatives Clearinghouse type 2 Derivatives Clearinghouse type 3 Securities Clearinghouse type 1 Securities Clearinghouse type 2 Securities Clearinghouse type 3 Foreign Exchange Clearinghouse type 1 Admission costs for new participants (Amounts in BRL) Registration fee (New participants) 3 Admission fee (New Annual participants) 4 maintenance fee 5 5, , , , , , , , , , , , , , , , , , , This fee is charged only once, upon commencement of the registration process. 4 This fee is charged only once in the participant s qualification process when access is granted. 5 The maintenance fee will be charged to all participants on the first business day of the year.

19 Annex II to Circular Letter 078/2008-DP PARTICIPANT REGULATION BOLSA DE VALORES DE SÃO PAULO S.A. BVSP PARTICIPANT REGULATION This regulation sets out the rules of access to markets managed by Bolsa de Valores de São Paulo S.A. ( BVSP ). CHAPTER I AUTHORIZATION TO TRADE Section I Minimum Requirements Article 1 Securities brokerage houses that satisfy the following requirements shall be admitted as Participants authorized to trade in the markets managed by BVSP: I Obtain authorizations: a) from the Central Bank of Brazil (BACEN) to operate; and b) from the Brazilian Securities Commission (CVM) to undertake activities in the securities markets; II Accede to this Participant Regulation and to the Operating Regulation, the Operating Procedures Manual, the BVSP Code of Conduct and other BVSP regulations; III Accede to the Bovespa Market Supervision ( BSM ) rules and regulations; IV Accede to the Regulation of the Investor Compensation Mechanism ( MRP ) managed by BSM; V Provide a security deposit to BSM to secure replacement to MRP of amounts paid by way of compensation for losses suffered by investors, at the amount specified by BSM; VI Be admitted as a Custodian of the Companhia Brasileira de Liquidação e Custódia ( CBLC ); VII Execute an Access Agreement with BVSP concerning Access to the Trading Systems of the Markets Managed by BVSP with provisions on the following, among other things: a) Category of Access in which the Participant will be authorized to trade; b) Form of connection to the trading systems of the markets managed by BVSP; c) Participant s submission to supervision, oversight and audit to be performed by BVSP and BSM; 1

20 d) Agreement to submit any disputes relating to access to, and use of, the trading systems of the markets managed by BVSP to Câmara de Arbitragem do Mercado ( CAM ); and e) Term of the agreement and renewal conditions. VIII Comply with the technical, operational and financial requirements set by BVSP and contained in the Operating Procedures Manual. First Paragraph BVSP may at any time change the technical, operational and financial requirements mentioned in item VIII of this article, as well as the commercial conditions and other provisions contained in Annex I hereto and provide an adaptation period of at least 30 (thirty) days for such technical, operational and financial requirements. Second Paragraph Persons interested in obtaining authorization to trade in the markets managed by BVSP should follow the rules and procedures for arrangement of access as provided in Chapter IV hereof. Third Paragraph BVSP may admit institutions other than brokerage firms as Participants authorized to trade in the over-the-counter and fixed income markets managed by it, and it may set additional or specific requirements on the basis of the category of access and the characteristics of the Participant. Section II Technical and Operational Requirements Article 2 Participants shall comply with minimum technology infrastructure and operational controls standards that are suitable to the exercise of their activities, as provided in BVSP s Operating Procedures Manual. Article 3 Participants shall maintain a minimum functional structure, as provided in BVSP s Operating Procedures Manual. Sole Paragraph The persons responsible for the functional structure and the traders that use the trading systems of the markets managed by BVSP shall be accredited with BVSP, as provided in the Operating Regulation thereof and the Operating Procedures Manual. Section III Financial Requirements Article 4 Participants shall satisfy minimum capital, liquidity and other requirements relating to their economic and financial condition and the requirements to provide security and safeguards that may vary on the basis of the Access Category and the markets in which they are active, as provided in BVSP s Operating Procedures Manual and the Regulation of the MRP managed by BSM. 2

21 CHAPTER II ACCESS CATEGORIES Article 5 Subject to the provisions of articles 7 through 9, Participants may be authorized to trade within the following Access categories: I Full Access: gives a Participant the right to be based in any Brazilian State and intermediate transactions in the markets managed by BVSP for investors domiciled in any Brazilian State or overseas; II Regional Access: gives a Participant based in any Brazilian State other than São Paulo and Rio de Janeiro and the Federal District the right to intermediate transactions in the markets managed by BVSP; the Participant is under an obligation to engage in a minimum trading percentage for investors domiciled in the Brazilian State in which the Participant is based; III Pioneer Access: gives a Participant based in a Brazilian State deemed a pioneer region by BVSP (as provided in the Commercial Conditions Annex I hereto) the right to intermediate transactions in the markets managed by BVSP; the Participant is under an obligation to engage in a minimum trading percentage for investors domiciled in the Brazilian State in which the Participant is based; IV Fixed Income and Over-the-counter Access: gives a Participant the right to intermediate transactions solely in the fixed income and over-the-counter markets managed by BVSP for investors domiciled in any Brazilian State or overseas. First Paragraph The minimum trading percentages to be observed by Participants authorized to trade under the Regional or Pioneer Access Categories shall be set by BVSP and included in the Commercial Conditions Annex I hereto. Second Paragraph A Participant authorized to trade under the Regional or Pioneer Access Categories shall be headquartered and its management shall reside in the relevant Brazilian State. Third Paragraph A Participant authorized to trade under the Regional or Pioneer Access Categories that does not comply with the relevant rules on headquarters, management residence, or minimum trading percentage for investors domiciled in the relevant Brazilian State shall, as long as it remains noncompliant: I pay the amounts for Full Access, in accordance with the Commercial Conditions contained in Annex I hereto; II not be entitled to incentives determined by BVSP under the item II of the Sole Paragraph of article 6; 3

22 III pay an additional amount equal to 3 (three) times the amount of fees resulting from such transactions that exceed the minimum percentages for trades outside its Brazilian State. Fourth Paragraph The changes to the payment regime provided in the preceding paragraph shall be computed in the month following the month in which the Participant fails to comply with the rules mentioned in the second paragraph of this article. Fifth Paragraph A Participant s authorization to trade on the trading systems of the markets managed by BVSP may be canceled when such Participant remains noncompliant for a period of more than 180 (one hundred and eighty) days. CHAPTER III COMMERCIAL CONDITIONS Article 6 The commercial conditions for Participant access to the markets managed by BVSP may vary on the basis of Access Categories and financial volumes traded by Participants and are contemplated by Annex I hereto. Sole Paragraph BVSP may at its sole discretion and in order to stimulate an increase in the service provided to investors domiciled outside the States of São Paulo and Rio de Janeiro and the Federal District: I provide incentives to Participants in accordance with their performances measured on the basis of monthly traded volume and number of clients, as per the commercial conditions contained in Annex I hereto; and II create additional incentive mechanisms for Participants, for service to non-institutional investors domiciled in Brazilian States outside the States of São Paulo and Rio de Janeiro and the Federal District. CHAPTER IV PROCEDURES FOR NEW PARTICIPANTS TO ARRANGE ACCESS Article 7 Access authorizations shall be granted after the appropriate procedure which shall be initiated by the interested party and conducted in accordance herewith. Article 8 Those interested in obtaining an authorization to trade on the trading systems of the markets managed by BVSP shall apply for authorization directly to BVSP by attaching the requisite documents that prove satisfaction of laws and regulations and by specifying the intended Access category. Sole Paragraph An interested party whose application is denied has a maximum of 30 (thirty) days to appeal to BVSP s General Meeting. 4

23 Article 9 The purpose of the procedures for obtaining an authorization to trade on the trading systems of the markets managed by BVSP is as follows: I to allow the Applicant to prove that it satisfies all requirements under article 1 hereof; and II to record any objections other Participants may have to the granting of the access authorization in question. CHAPTER V RIGHTS AND DUTIES OF PARTICIPANTS Article 10 Without prejudice to other rights provided in this Regulation, in other BVSP and BSM rules and under legal provisions, the following are the rights of each Participant: I to participate, through representatives thereof who are duly registered with BVSP, in trading on the trading systems of the markets managed by BVSP in relation to which it shall have been authorized to trade; II to receive the infrastructure required for connection to the trading systems of the markets managed by BVSP in accordance with its Access category and all additional features agreed under the Agreement on Access to the Trading Systems of the Markets Managed by BVSP; III to receive the incentives and discounts to which it may be entitled on the terms specified by BVSP and contained in the Commercial Conditions Annex I hereto; IV to appeal to BSM s Surveillance Board against BVSP s decisions in such cases as are specified in BVSP s Operating Regulation and Operational Procedures Manual and in BSM s regulations and other rules. Article 11 Without prejudice to other duties established in this Regulation, in other BVSP and BSM rules and under legal provisions, the following are the duties of each Participant: I to respect and fully comply with current legislation, this Regulation and Annex I hereto, the Operating Regulation, the Operational Procedures Manual, the BVSP Code of Conduct, and the decisions of BVSP s Executive Board and Chief Executive Officer; II to submit to BVSP s and BSM s supervision and oversight, and provide all clarifications and information required within any deadlines specified therefor; III to charge its clients and transfer to BVSP the fees and charges due and payable in respect of trades effected and services used, as per the effective prices under the schedule published by BVSP; 5

24 IV to pay when due all amounts due to BVSP for use of infrastructure and services provided, in accordance with the commercial conditions contained in Annex I hereto; V in relation to Regional and Pioneer access category Participants, to comply with the minimum trading percentage for investors domiciled in the Brazilian State in which the relevant Participant is based, as provided in the Commercial Conditions Annex I hereto; VI to require its management, employees, workers, and persons who represent it on the trading systems of the markets managed by BVSP to comply with the honesty and professional ethics standards determined by BVSP; VII while it remains admitted as a Participant authorized to trade on the trading systems of the markets managed by BVSP, to comply with the technical, operational and financial requirements set by BVSP in its Operational Procedures Manual; VIII to appoint a technically qualified manager to be responsible for transactions effected in the markets managed by BVSP; IX to keep a technical and administrative structure as is suitable for the purpose of effecting and settling its transactions in markets managed by BVSP; X to observe the operating limits fixed by BVSP, CBLC and its Clearing Agent, a provider of clearing and settlement services. CHAPTER VI PENALTIES Article 12 In the case of noncompliance with the clauses of the Agreement on Access to the Trading Systems of the Markets Managed by BVSP, the rules hereof, the Operating Regulations, the Operational Procedures Manual and the BVSP Code of Conduct, the Participant will be subject to the following noncumulative penalties, based on the seriousness of the breach: sanction, suspension and exclusion from the trading systems of the markets managed by BVSP. First Paragraph The management, employees, workers and traders of the Participant are also subject to the penalties mentioned in this article. Second Paragraph Application to a Participant of the penalty of exclusion from the trading systems of the markets managed by BVSP results in automatic termination of the Agreement on Access to the Trading Systems of the Markets Managed by BVSP. Third Paragraph A Participant always has the right to appeal to BSM s Surveillance Board against BVSP s decision that determines its exclusion from the trading systems of the markets managed by BVSP. 6

25 Fourth Paragraph The appeal mentioned in the third paragraph has to be duly reasoned and filed with BSM s Surveillance Board within not more than 30 (thirty) days of the Participant becoming aware of the decision that determined its exclusion from the trading systems of the markets managed by BVSP. Fifth Paragraph Upon receipt of the appeal mentioned in the Third Paragraph of this article, BSM s Surveillance Board shall within a maximum of 15 (fifteen) days either rescind the penalty of exclusion of uphold it. Sixth Paragraph No appeal is available against a decision of BSM s Surveillance Board in the administrative sphere and: I should it be favorable to the appealing Participant, it will amend BVSP s decision for all purposes and effects; II should it be unfavorable to the appealing Participant, said Participant shall be excluded from the trading systems of the markets managed by BVSP, subject to the same procedure as provided in articles 13 through 15. CHAPTER VII DISCONNECTION Article 13 A Participant s application for voluntary disconnection shall be communicated to the market in a notice to be published by BVSP whereby those interested shall be called to request the settlement of their pending positions within the deadline informed in the notice. Sole Paragraph The notice mentioned in this article shall be published a single time at the expense of the Participant in a large circulation newspaper, and the disconnection shall be formally informed to the other Participants and market managing entities and published on BVSP s website. Article 14 Commencing on the date on which a voluntary disconnection application is submitted, the Participant shall be prevented from trading in the markets managed by BVSP. Sole Paragraph Until such time as the application for disconnection is approved by BVSP, the Participant shall remain subject to the laws, regulations and BVSP s and BSM s internal rules and BVSP and BSM shall continue to exercise their oversight and disciplinary powers to which the Participant is submitted. Article 15 Upon expiry of the period mentioned in article 13 and there being nothing pending between the Participant and BVSP, the other Participants or its clients, BVSP shall grant the disconnection application, thus automatically terminating the Agreement on Access to the Trading Systems of the Markets Managed by BVSP and authorizing the Participant to withdraw the security deposit provided under article 4 hereof. 7

26 CHAPTER VIII TRANSITIONAL PROVISIONS Article 16 The brokerage firms that used to be members of Bolsa de Valores de São Paulo (BOVESPA) until its Extraordinary General Meeting held on shall be entitled to the following categories of Access to the trading systems of the markets managed by BVSP, pursuant to the classification contained in BOVESPA s By-laws in effect on the date of such Meeting: I Member Brokerage Firms with International, Domestic and Regional - Rio Activities shall be entitled to Full Access; II Member Brokerage Firms with Regional Activities shall be entitled to Regional Access; and III Participants solely of the Fixed Income Market and the Over-the-counter Market shall be entitled to engage Fixed Income and/or Over-the-counter Access. Sole Paragraph BVSP shall specify a period in which BOVESPA s member brokerage firms mentioned in article 16 shall adapt to the rules contemplated by this Regulation. Article 17 BVSP shall not provide new Accesses during a period of 12 (twelve) months commencing on the date of BOVESPA s Extraordinary General Meeting held on Aug. 28, First Paragraph Within the period mentioned in this article BVSP may provide Access resulting from disconnection or exclusion of Participants to persons interested in obtaining authorization to trade in the relevant market managed by BVSP in which the disconnected or excluded Participant used to trade. Second Paragraph The restriction specified in article 17 does not apply to Pioneer, Fixed Income and Over-the-counter Accesses, which may be provided by BVSP in accordance with market demand. 8

27 Annex III to Circular Letter 078/2008-DP Rules of Access to the Systems and Markets of the BM&FBOVESPA Securities, Commodities and Futures Exchange Chapter I Purpose Article 1 These Rules of Access to the Systems and Markets of the BM&FBOVESPA Securities, Commodities and Futures Exchange ( Rules ) set out the rules and procedures for the following: I granting authorizations of access to the trading, trade registration or trade settlement systems and the markets managed by BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange ( BM&FBOVESPA ); II qualification of a person authorized as a participant of the systems or markets mentioned in the preceding item ( Participant ); and III maintenance of such authorizations, as well as cases of suspension and cancellation. Chapter II Access authorizations Article 2 For the purposes hereof, access authorization is the possibility provided to a Participant to act directly in one or more trading, trade registration or trade settlement systems or markets managed by BM&FBOVESPA. Paragraph 1 The authorization mentioned in article 2 encompasses: I the possibility to practice all acts inherent to the capacity as a Participant of the system for which the authorization shall have been issued, subject to the rules, conditions and procedures of each system; and II assuming the relevant obligations and liabilities towards BM&FBOVESPA. Paragraph 2 BM&FBOVESPA may characterize the holders of access or infrastructure use authorizations in specific systems for ancillary or instrumental purposes as participants of such systems, in which case the provisions hereof shall not apply. Article 3 Access authorizations are non-transferable and non-negotiable. Paragraph 1 The provisions of article 3 do not cover: I transfers within the same economic group resulting from restructuring; and II changes in title resulting from corporate restructuring transactions, such as mergers, acquisitions and spin-offs. Paragraph 2 The provisions of article 22 hereof apply to the events mentioned in the preceding paragraph. Article 4 Access authorizations are characterized as follows:

28 I trading authorizations or rights ( DNs, or DN in the singular), when they permit direct activity without an intermediary on trading and/or trade registration systems, including trading floor (open outcry), trading or auction electronic systems and registration systems for transactions effected in the over-the-counter market; or II settlement authorizations or rights ( DLs, or DL in the singular), when they permit direct activity on trade settlement and clearing systems, considering as such BM&FBOVESPA s trade registration, clearing and settlement houses ( Clearing Houses ). Paragraph 1 The provisions of item I of this article include the possibility to perform actions and assume liabilities on order routing systems managed by BM&FBOVESPA. Paragraph 2 Without prejudice to the categories mentioned in items I and II of this article, BM&FBOVESPA may pursuant to its by-laws create and regulate other authorizations for the use the of systems it manages. Article 5 DNs and DLs may be divided into categories with different characteristics and requirements. Paragraph 1 In the case of DNs, the differentiations mentioned in this article may be established on the basis of the following: I markets to which access is permitted (which are the derivatives, federal government securities, spot FX or others); II products the direct trading and/or transaction registration of which are permitted in each case, and for such purpose BM&FBOVESPA may define groups of products; or III mechanisms adopted for trading and/or trade registration (electronic systems, open outcry etc.). Paragraph 2 The restrictions established in accordance with the preceding paragraph do not comprise the receipt of transfers of trades effected or registered by third parties, subject in any event to the rules and procedures established by BM&FBOVESPA. Paragraph 3 In the case of DLs, the differentiations mentioned in this article may be made: I based on the Clearinghouse managed by BM&FBOVESPA; or II based on the type of Participant or activity developed (individual or legal entity, intermediary or not, providing services to third parties or not). Paragraph 4 The differentiation among access authorizations shall in any event observe the possibilities of, and restrictions on, the activity contained in current regulations for each type of a Participant or market. Article 6 The establishment of access authorizations restricted to certain systems or markets in accordance with the preceding article shall in any event: I secure equal treatment among the Participants of the same access authorization category; and

29 II be done in such a way as not to create distorted or privileged competition conditions in BM&FBOVESPA s systems and markets or result in benefit to certain Participants to the detriment of other Participants. Chapter III Admission Procedure Article 7 Access authorizations shall be granted after the appropriate procedure ( Admission Procedure ) is initiated by the interested party ( Applicant ) and effected in accordance herewith. Sole Paragraph The Board of Directors has authority to resolve on access authorizations in accordance with the by-laws of BM&FBOVESPA. Article 8 The stages and procedures of the Admission Process are designed to: I allow an Applicant to prove that it satisfies all requirements set by BM&FBOVESPA for the applied access authorization category, recording that this has been proven; II record any objections that other Participants of the systems or markets managed by BM&FBOVESPA may have to the granting of the access authorization in question; and III consolidate the data and information obtained in accordance with the preceding items in an orderly manner for presentation to the Board of Directors. Article 9 The requirements mentioned in item I of the preceding article include: I registration procedures specified by BM&FBOVESPA and delivery of the requisite documents; including in the case of legal entities, those of controllers who are individuals and members of management; II technical/operational qualification obligations for employees and representatives; III adaptation of technology and communication systems; IV financial and equity requirements and obligations relating to security deposits and the creation of other safeguards; and V payment of fees set by BM&FBOVESPA, in accordance with the category that is applied for. Paragraph 1 The documents mentioned in item I involve: I documents required for the proper registration of Participants; II instruments of accession to BM&FBOVESPA s rules and procedures, the forms of which shall be drafted by BM&FBOVESPA and may not be adapted or amended by the Applicants; and III in the case of legal entities, indicating the Market Relations Officer and the other professionals responsible towards BM&FBOVESPA for the development of activities on the systems and markets thereof. Paragraph 2 Without prejudice to appointing other professionals for representation in specific matters, the Applicant s Market Relations Officer appointed pursuant to item III of the preceding paragraph shall be the person who is directly responsible for representing the Applicant at BM&FBOVESPA and shall have the following activities, among others: