Institutional Presentation 3Q14

Institutional Presentation 3Q14 1

I. GENERAL OVERVIEW II. BUSINESS ENVIRONMENT III. 3Q14 RESULTS IV. GROWTH OPPORTUNITIES 2

Cetip s Timeline 1986 Cetip starts its operations 1994 Beginning of OTC Derivatives registration 2009 - Advent becomes a shareholder with a 32% stake - IPO and listing at Novo Mercado of BM&F Bovespa 2011 - Cetip s brand repositioning - ICE becomes a shareholder with 12% stake - Advent is no longer a shareholder 2013 - Amendment of the company s bylaws, seeking to improve Cetip s corporate governance - Launched, in partnership with FNC, the real estate appraisal platform 1984 Cetip is established as a not-for-profit organization 1988 Agreement with Anbima to operate SND (National System of Debentures) 2008 Demutualization process: creation of Cetip S.A. 2010 Acquisition of GRV Solutions, which today represents the Financing Unit of the company. The acquisition was financed by the first company s debentures issuance 2012 Cetip s shares were included in the IBOVESPA and IBrX-50 indexes 3

Shareholding Structure Board 0.6% Santander 2.8% IPO OCT/2009 Others 55.6% Board + Management 2.9% SEP/2014 ICE 12.1% Bradesco 4.4% Itaú Unibanco 10.1% Others 85.0% Advent 18.1% FEMCO 8.4% Breakdown of Others (SEP/2014) Individuals 2.4% Foreign Investors 74.2% Local Investors 23.4% 4

CTIP3 Performance 300 CTIP3 vs. Ibovespa since the IPO until 09/30/2014 (Base 100-10/27/2009) 2014 (YTD - until 09/30/2014) +31.5% CTIP3 250 200 150 CTIP3 Ibovespa 263.0 +5.1% IBOV 100 85.7 50 Oct-09 Feb-10 Jun-10 Oct-10 Feb-11 Jun-11 Oct-11 Feb-12 Jun-12 Oct-12 Feb-13 Jun-13 Oct-13 Feb-14 Sep-14 60 50 CTIP3 Daily Average Traded Volume (12 months rolling average) (12 Months rolling average) 7000 6000 CTIP3 Daily Average Number of Trades 40 30 20 10 0 Nov-10 Jun-11 Jan-12 Aug-12 Mar-13 Oct-13 Source: Bloomberg 5000 4000 3000 2000 1000 0 Sep-14 Nov-10 Jun-11 Jan-12 Aug-12 Mar-13 Oct-13 Sep-14 5

Cetip Integrating Brazilian financial market, Cetip is Latin America s largest depository of private fixed income securities and Brazil s largest private asset clearing house; Complete solution for financial instruments, from the analysis of potential issuances, registration and custody until trading, settlement, risk management and market data; Leading company in providing electronic delivery solutions of information required for the registration of contracts and financial restrictions by transit bodies. Clients International Peers Financial Institutions; Mutual Funds; Pension Funds; Insurers and Consortia; Corporations; Brokerage Houses and Broker Dealers; Leasing Companies; Securitization Companies. 6

Diversified Revenue Profile¹ Revenue diversification by business unit and types of revenue 64.4% 35.6% Gross Revenue: R$1,182.2 million Securities Unit Financing Unit: Transactions 14.8% Registration 15.9% Others 11.1% Monthly Utilization 22.8% Custody 35.4% Revenues that depend on Stock 47.0% Types of Revenue: Others 53.0% Market Data and Develop. 15.0% Sircof 39.2% Others 1.0% SNG 44.8% Short term economical instability have little impact on revenues that depend on stock Business Units with no correlated risks Note: (1) Last twelve months based on September 2014. 7

Business Model Securities Unit Securities Unit represents 64%¹ of total Cetip s gross revenues Register of fixed income securities and OTC derivatives Central depository of fixed income instruments and OTC derivatives Custody and Registration Settlement DVP Settlement (deliver versus payments) Settlement processing Collateral management in bilateral transactions Collateral Management Negotiation Registration of all operations performed Mark to Market Trading platform for fixed income securities Unique and Integrated solutions for the Fixed Income and OTC derivatives Markets Note: (1) 2013 as the base year. 8

Business Model Financing Unit Financing Unit represents 36% 1 of total Cetip s gross revenue Negotiation of vehicle purchase Analysis and credit approval Customer Delivery of Vehicle Resale Credit release Financial Institutions Insertion of information related to financial restrictions and contracts details into Cetip s systems Transmission of system s database to transit bodies Financial Institutions Market data and development of solutions Detran checks SNG to verify the existence of lien Detran The vehicle owner requests the document issuance by the Detran (Department of Motor Vehicle) Customer Emission of vehicle document Detran Note: (1) 2013 as the base year. 9

Financing Unit Sircof and Cetip Contratos Market Share (Sep/14) Sircof 49.4% Cetip Contratos 17.9% Total 67.3% Track record of Cetip Contratos* SC and RJ Aug/13 RS** Oct/13 MS Apr/14 SIRCOF DETRAN own system (fee) + Cetip Contratos * Rio de Janeiro state joined Cetip Contratos directly, while the other states migrated from Sircof to Cetip Contratos. ** In Rio Grande do Sul, Cetip Contratos had 57.8% market share on September 30, 2014. 10

More Solid Regulatory Environment for the Financing Unit BACEN DENATRAN o Resolution No 4,088/2012 o Letter No 67/2011 o Circular Letter No 3,596/2013 o Cetip registers credit operations related to vehicles given as collateral o Ordinance No 18/2014 o Cetip has been accredited by DENATRAN, under Ordinance No 18, to have access to its database for 5 years 11

Investment thesis in Cetip High exposure to growth in fixed income and credit markets; Resilient, diversified and vertically integrated business model; Strong cash generation with low execution risk and high predictability; Low capital requirement for implementing its business plan; Dividend yield growth. 12

Investment thesis in Cetip Cetip is the Latin America s largest depositary of private fixed income securities and Brazil s largest private asset clearinghouse. In addition, Cetip is the leading company in providing electronic delivery solutions of information required for the registration of contracts and financial restrictions by transit bodies. Highlights Main Financial Indicators Leading position in its two business units: - Securities Unit: Brazil s leader in the registration, custody, trading and settlement of private fixed income securities and OTC derivatives, acting as a unique and integrated solution for those markets. It also has an electronic trading platform for the secondary public and private security market. Further, it carries out the processing of interbank transfers (DOCs) and settlement of electronic funds transfers (EFTs) and bank payment slips - Financing Unit: Offering an integrated private electronic system for the entry, by financial agents, of financial restrictions related to vehicle financing transactions, covering all of such registrations in Brazil, and the custody of such information. It develops products and services that guide the main stages linked to the vehicle financing cycle. These products and services speed up credit analysis and approval, making access to financing easier, faster and safer Business model with high predictability of revenues and costs, and low needs for investment Over 15 thousand clients institutions use Cetip s services, among which are finance companies, investment funds, pension funds, brokerage firms, consortia, leasing and insurance companies R$ million 2011 2012 2013 9M2014 CAGR 11-13 Gross Revenue 844 917 1076 894 12.9% Securities Unit 495 585 690 578 18.0% Financing Unit 349 332 386 316 5.1% Adjusted EBITDA¹ 547 576 649 527 9.0% EBITDA Margin 73.7% 72.8% 71.6% 71.1% Adjusted Net Income² 371 422 503 411 16.5% Net Margin 50.0% 53.3% 55.4% 55.5% Net Debt 930 601 230 170 (50.3%) Net Debt / EBITDA 1.7x 1.0x 0.4x 0.2x 3 Shareholding structure 4 ICE 5 Board and Management Others 12.1% 2.9% 85.0% Listing on Novo Mercado Since its 2009 IPO Note: (1) Adjusted EBITDA excludes share-based incentives and equity in the results of associate; (2) Adjusted Net Income excludes share-based incentive without cash disbursement, amortization of intangible assets from the acquisition of GRV and the tax benefit from the goodwill amortization; (3) Calculated based on the EBITDA of the last 12 months; (4) Position on September 30, 2014; and (5) Intercontinental Exchange. 13

Strong Cash Generation, with Low Execution Risk and High Predictability High Operating Cash Generation + Low Investments Needs + Predictable Cost Structure Operating Cash Generation : CAPEX : Adjusted Operating Expenses 1 (ex-d&a 2 ): 26.3% 27.2% 28.5% 73.5% 79.5% 77.0% 5.5% 6.2% 195.0 215.2 259.0 545.2 628.9 698.9 3.6% 43.5 56.6 2011 2012 2013 % Net Revenue 26.6 Cost Structure with High Predictability (2013 - %): General and administrative 15.0% Others 1.7% 2011 2012 2013 % Net Revenue 2011 2012 2013 % Net Revenue Outsourced services 29.0% Personnel 54.3% Nota: (1) Excludes expenses with share-based incentives; (2) D&A Depreciation and Amortization. 14

I. GENERAL OVERVIEW II. BUSINESS ENVIRONMENT III. 3Q14 RESULTS IV. GROWTH OPPORTUNITIES 15

Credit Market Expansion 30.7% Credit Growth 15.1% 20.6% 18.8% 16.4% 14.7% 11.7% 2008 2009 2010 2011 2012 2013 Sep/14 * Source: Brazilian Central Bank * Last twelve months Credit Expansion in Brazil 70 60 50 40 30 20 10 35.5 944 40.7 43.9 45.4 1,234 1,421 1,713 49.1 2,034 53.9 2,368 56.1 57.2 2,715 2,901 4.000 3.500 3.000 2.500 2.000 1.500 1.000 500 49% 0 2007 2008 2009 2010 2011 2012 2013 Sep/14 0 Volume (R$ billion) % GDP Source: Brazilian Central Bank 16

Strong Growth Prospects for Debentures Market Volume of Issuance (R$ billion) 130.9 90.2 49.2 63.6 55.3 54.5 63.3 12.6 21.8 29.3 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Cetip Number of Issuances 261 282 Number of New Issuers 138 148 147 172 85 92 32 43 43 49 32 73 7 8 14 15 7 38 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Cetip 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Cetip Reduction in the Brazilian interest rate encourages the search for investments with higher risk and return Income tax exemption for investments in debentures related to infrastructure sector 17

Challenging Scenario in 2014 Vehicle Financing 14,304 14,138 9,458 9,295 Vehicle Sales (Million) 16,494 17,414 17,524 17,992 11,050 11,663 11,880 12,514 13,049 4,846 4,843 5,444 5,751 5,643 5,478 5,174 18,223 71.6% % Penetration: Vehicle Financing/ Vehicle Sales 2008 2009 2010 2011 2012 2013 2014 * 2008 2009 2010 2011 2012 2013 2014* Source: Fenabrave New vehicles % New vehicles financed / New vehicles sold % Used vehicles financed / Used vehicles sold * Last twelve months Used vehicles % Total vehicles financed / Total vehicles sold 55.4% 47.2% 67.4% 72.5% 48.3% 47.8% Source: SNG / Fenabrave * Last twelve months 67.3% 44.2% 38.3% 35.7% 32.8% 63.6% 64.2% 62.4% 39.7% 37.6% 35.3% 28.4% 26.0% 24.5% Individuals Delinquency Ratio Vehicle Financing 8% 7% 7% 6% 6% 5% 5% 4% 3.7% 4% 4.8% 6.6% 7.2% 7.0% 6.4% 5.2% Individuals Delinquency Individuals Delinquency Average (mar/11 - sep/14) 3% Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Mar-13 Jun-13 Sep-13 Dec-13 Mar-14 Jun-14 Sep-14 Source: Brazilian Central Bank 5.7 4.4% 18

I. GENERAL OVERVIEW II. BUSINESS ENVIRONMENT III. 3Q14 RESULTS IV. GROWTH OPPORTUNITIES 19

Highlights 3Q14 x 3Q13 Financial Gross Revenue: R$ 313.6 million 15.3% Adjusted Net Income (cash earnings): R$ 143.4 million 11.6% Securities Unit: R$ 201.7 million 15.5% Adjusted Net Margin: 55.4% -0.5 p.p. Financing Unit: R$ 111.9 million Net Revenue: R$ 258.8 million Adjusted EBITDA: R$ 186.4 million Adjusted EBITDA Margin: 72.0% 15.0% 12.5% 11.6% -0.6 p.p. Adjusted EPS 1 : R$ 0.5481 (R$ 0.5459 diluted) Cash Flow from Operations 2 : R$ 194.3 million 5.3% 1 Adjusted basic earnings per share, based on the average weighted number of shares in the period. 2 Cash flow from operations before income tax and social contribution paid and before the allocation of excess cash for investments. 20

Highlights 3Q14 3Q14 shareholders' remuneration Interest on Shareholders Equity: Total Gross Amount: R$ 20.0 million Gross Amount per Share: R$ 0.0763 Interim Dividends: Total Amount: R$ 61.1 million Dividends per Share: R$ 0.2329 Total Distribution to Shareholders: R$ 81.1 million Payout of 75.0% of the 3Q14 Net Income 21

Revenue Performance By Business Unit Securities Unit Financing Unit +15.5% +6.0% 174.6 190.3 201.7 506.2 +14.1% 577.8 +15.0% +9.7% 97.3 102.1 111.9 280.8 +12.5% 315.8 3Q13 2Q14 3Q14 9M13 9M14 3Q13 2Q14 3Q14 9M13 9M14 Cetip s Gross Revenue Breakdown 3Q14 3Q13 Market data and Develop. of solutions 5.8% Sircof 14.2% Other revenues 7.3% Registration 9.8%.Custody 23.4% Market data and Develop. of solutions 4.3% Sircof 13.4% Other revenues 7.7% Registration 10.7% Custody 21.9% SNG 15.3% Transactions 9.9% Monthly utilization 14.3% SNG 17.8% Transactions 9.4% Monthly utilization 14.8% 22

Financial Highlights Net Revenue +11.3% 665.9 +12.5% +6.3% 230.1 243.5 258.8 741.4 27.4% Adjusted Operating Expenses 1 % of Net Revenue +14.8% 29.3% 28.0% +1.5% 63.0 71.3 72.4 27.4% 182.2 +17.6% 28.9% 214.3 3Q13 2Q14 3Q14 9M13 9M14 Adjusted EBITDA & Margin (%) 72.6% 70.7% 72.0% 72.6% 71.1% 3Q13 2Q14 3Q14 9M13 9M14 Adjusted Net Income (cash earnings) & Margin (%) 55.9% 55.4% 55.4% 56.0% 55.5% +11.6% 483.7 +9.0% 527.1 +11.6% +10.4% 411.4 372.6 +8.3% +6.4% 167.0 172.2 186.4 128.5 134.8 143.4 3Q13 2Q14 3Q14 9M13 9M14 3Q13 2Q14 3Q14 9M13 9M14 1 Excludes expenses with share based incentive and depreciation and amortization. 23

Revenues that Depend on Inflows Registration Securities Unit SNG Financing Unit +5.7% +10.9% 80.5 +9.2% 87.9-0.5% -1.5% 140.6 138.4 29.1 27.8 30.8 +7.1% 48.3 44.9 48.1 3Q13 2Q14 3Q14 9M13 9M14 3Q13 2Q14 3Q14 9M13 9M14 Sircof Financing Unit +21.7% 107.1 +18.4% 126.8 +6.9% 36.6 41.6 44.5 3Q13 2Q14 3Q14 9M13 9M14 24

Revenues that Depend on Stock Securities Unit Custody Monthly Utilization +23.1% +5.6% 169.0 +23.0% 207.9 +11.5% 118.2 +12.4% 132.8 59.6 69.4 73.3 +1.7% 40.3 44.2 44.9 3Q13 2Q14 3Q14 9M13 9M14 3Q13 2Q14 3Q14 9M13 9M14 Transactions +20.6% +8.2% 25.7 28.6 31.0 79.8 +8.8% 86.8 3Q13 2Q14 3Q14 9M13 9M14 25

Other Revenues EFTs Processing Securities Unit -6.7% +8.1% 9.7 8.4 9.1 +0.6% 26.5 26.7 Market Data and Development of Solutions Financing Unit +56.6% 14.8 11.7 +23.5% +53.6% 31.1 18.3 47.7 3Q13 2Q14 3Q14 9M13 91M4 3Q13 2Q14 3Q14 9M13 91M4 +24.8% Other Services¹ 34.2 +12.4% 38.4 +7.9% 10.9 12.7 13.7 3Q13 2Q14 3Q14 9M13 91M4 1 Includes other revenue from Securities Unit and Financing Unit, excluding revenues from EFTs processing (CIP). 26

Adjusted Operating Expenses Breakdown 1 3Q14: R$ 72.4 million 3Q13: R$ 63.0 million Expenses/other operating revenues 1.1% General and administrative 13.0% Expenses/other operating revenues 1.6% General and administrative 13.2% Outsourced services 27.3% Personnel ² 58.6% Outsourced services 28.2% Personnel ² 57.0% 1 Excludes expenses with share-based incentive, depreciation and amortization. 2 Includes expenses with board members and advisory committee. 27

100,0 80,0 60,0 40,0 20,0 0,0 Strong Cash Generation Cash Flow from Operations¹ CAPEX +5.3% 518.7 +6.9% 554.6 4.6% 4.5% 7.4% 4.4% 5.4% +4.1% 184.5 186.6 194.3 10.5 11.0 +83.3% +75.1% 19.3 29.6 +34.9% 40.0 3Q13 2Q14 3Q14 9M13 91M4 3Q13 2Q14 3Q14 9M13 91M4 CAPEX % Net Revenue Net Debt & Net debt/ Adjusted EBITDA (12 months) 331.7 0.5 207.7 169.7 0.3 0.2 3Q13 2Q14 3Q14 Net Debt Net Debt / Adjusted EBITDA 1 Operational cash generation before income tax and social contribution paid and before the allocation of excess cash for investment. 28

Debt Refinancing 2 nd Debentures Issue (R$ 500.0 million) Principal Amortization Schedule 2 nd Debentures Issue Characteristics 1 st Issue Cost: CDI + 2.00% p.a. 2 nd Issue Cost: 106.65% DI (~CDI + 0.72% p.a.) 158 158 159 79 2014 2015 2016 2017 500 2014 2015 2016 2017 1. Single series, nonconvertible and unsecured 2. Public distribution with restricted placement efforts (ICVM 476) 3. Demand reached R$ 1.2 billion (~2.4 x the offer) Debt Swap Results Savings of ~R$ 5.0 million per year until 2017 (net of penalty related to 1 st issue debentures redemption and structuring cost related to 2 nd Issue) Bilateral Loan (US$ 100.0 million) Principal Amortization Schedule (US$ million) Main Characteristics 50 50 2014 2015 2016 2017 2018 1. 4 years term 2. Maturity date: August, 2018 3. Interest rate: 2.64% p.a., quarterly coupons 29

I. GENERAL OVERVIEW II. BUSINESS ENVIRONMENT III. 3Q14 RESULTS IV. GROWTH OPPORTUNITIES 30

Securities Business Unit Cetip Trader + ICE Link Complete solution for trading and post trading of fixed Cetip Colateral Constitution of financial assets collateral for the Cetip Certifica Seal that ensures the identification and actual registration of assets on behalf of the beneficial owner COE Funding instrument with profitability combining fixed and variable income Cetip Trader Captação Infrastructure for trading and registration of funding instruments for banks and financial entities CCP Central Counterpart for fixed income and OTC derivatives markets income instruments financial market 31

Securities Business Unit CCP Expansion of Services Offered for Fixed Income and OTC Derivatives Markets Negotiation Counterpart A Client Negotiation Counterpart B Client Clearing Clearing Member Clearing Member Main features of CCP Segregated special equity Settlement fund Collateral management Monitoring of risk exposure Margin call Settlement Securities Lending Increase the liquidity of fixed income securities Enable the performance of market makers in the trading system Cetip Expand the range of products OTC Derivatives Forward contracts of currency and indexes Flexible options of currency, stocks and indexes Swaps 32

Financing Business Unit Electronic Cetip Plataforma Imobiliária Gestão de Garantias Resolution 4.088 Expansion of services for the mortgage market Insurance Expansion of services for the insurance market Cetip Infoauto Pagamentos Automates and Market Data Cetip Performance Cetip InfoAuto Análise Cetip Panorama Formalization Implementation of an electronic formalization flow for vehicle financing Automates the process of mortgage granting speeds up the process of vehicle financing 33

Investor Relations dri@cetip.com.br Contacts Willy Jordan CFO and Investor Relations Executive Officer Bernardo Garcia Investor Relations Manager Erika Lima Investor Relations Analyst Jean Karlus Teixeira Investor Relations Analyst This presentation was issued by CETIP S.A. Mercados Organizados ( Cetip, Company ). Cetip is authorized to operate by the Brazilian Securities and Exchange Commission ( CVM ) and regulated by both CVM and Brazilian Central Bank. This presentation may include statements representing expectations about future events or results of Cetip. These statements are based upon projections and analyses which reflect present views and/or expectations of the Management of the Company with regards to its performance and to the future of its business. Risks and uncertainties related to the Cetip s businesses, to the competitive and market environment, to the macro-economical conditions and other factors described in Risk Factors in the Reference Form, filed with the CVM, may cause effective results to differ materially from such plans, objectives, expectations, projections and intentions. 34