AUDIT COMMITTEE INTERNAL REGULATION

Article 1. The Audit Committee (“Committee”) is a standing board advisory committee established under, and governed by applicable law and regulations, and the Bylaws of BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“Company”). The operations of the Audit Committee are further governed by the Internal Regulation for the Board Advisory Committees adopted by the Company and this Audit Committee Internal Regulation (“Regulation”). Article 2. The Committee reports to the Board of Directors and operates independently from the Management of the Company. Article 3. The Committee will be composed of five independent members, at least one (1) and at most two (2) of whom shall be independent directors, whereas at least three (3) and at most four (4) shall be external, independent members (“External Members”). At least one of the committee members shall have recognized experience in corporate accounting. Sole paragraph. The Audit Committee members exercise a non-delegable function, which they are to perform under duty of care and duty of loyalty, thus requiring them to abstain from acting upon conflicts of interest and to put the interests of the Company and the shareholders ahead of their own. Article 4. While in office, the Committee members may only be replaced as prescribed in paragraph 3 of article 46 of the Company Bylaws. In the event of a vacancy in the committee membership, the Board of Directors shall appoint a replacement in accordance with the provisions of paragraph 4 of said article 46 of the Bylaws. Paragraph 1. Where a Committee member applies to take a temporary leave of absence, the Board of Directors shall appoint a temporary replacement to serve on the Committee during this period on the understanding that the replaced member will resume the office at the end of his leave of absence. Paragraph 2. In the case of paragraph 1 above, the Board of Directors shall appoint a temporary replacement that meets the eligibility requirements prescribed under applicable law and regulations, including this Regulation. Paragraph 3. No leave of absence period may exceed the remainder of the term of office of the applicant member. Moreover, for purposes of the ten-year limitation period established under Paragraph 1 of article 46 of the Company Bylaws, any leave of absence period shall be computed as time served. Paragraph 4. The time served in the Committee by any temporary replacement shall likewise be computed for purposes of the ten-year limitation period established under Paragraph 1 of article 46 of the Company Bylaws. Article 5. After stepping down, regardless of length of time previously served, a former Committee member may only be reappointed to a committee seat after at least three (3) years shall have elapsed from the end of the most recent term previously served.

Article 6. Further to the requirements set forth under applicable law and regulations, and those that are provided under paragraph 2 of article 46 of the Company Bylaws, the eligibility requirements for candidate Committee members shall include the following: (a) Being over 25 years old; (b) Having an upstanding reputation, and proficient knowledge of the functions, operations and practices of the capital markets operated by the Company and/or its subsidiaries; (c) Not being a member of the Management of the Company or any of its subsidiaries; (d) Not having a spouse, domestic partner or relative to the second degree serving as director or officer of, or employed with, the Company or any of its subsidiaries; and (e) Not holding a position in any company deemed to be a competitor of the Company or its subsidiaries, and neither having, nor representing any party that has, a conflict of interest with the Company or any of its subsidiaries.

Article 7. – In addition to the eligibility requirements set forth in the preceding article 6, the External Members of the Committee are required to be knowledgeable or experienced in practice areas as auditing, compliance, accounting, taxation and tax-related matters, as well as risk assessment and risk management. Moreover, at least one External Member must have proficient knowledge in practice areas as accounting, finance and auditing, and upon being appointed shall serve as the designated “Financial Specialist” of the Committee. Article 8. The instrument of investiture of each person appointed to serve on the Audit Committee member shall clearly state the eligibility requirements he or she fulfills as a Committee member. Article 9. The Board of Directors shall appoint a Coordinator from among the acting Committee members. It shall be incumbent on the Committee Coordinator to represent the Committee, and organize and coordinate its activities. Paragraph 1. The Committee Coordinator shall have exclusive responsibility for the following: (a) Calling, convening and presiding over the Committee meetings, and appointing the meeting secretary from among the attending members, who shall be responsible for preparing the minutes of the meeting; (b) Representing the Committee in the Board of Directors and in interactions with Management, the internal audit department, the independent auditors, other internal committees and other company bodies. It shall also be incumbent on the Coordinator to represent the Committee by signing correspondence, summons and reports; (c) Calling Company executives to attend Committee meetings, as necessary or convenient; and (d) Comply with and enforce this Regulation.

Paragraph 2. In temporary absences or impediments, the Coordinator may be replaced by another member appointed by the Committee.

Paragraph 3. The Coordinator, or in his absence or impediment another Committee member designated by him, as accompanied by other Committee members if so deemed necessary or convenient, shall: (a) Meet with the Board of Directors upon being called by the latter, but at least once every quarter in order to report the Committee activities and discuss other pertinent matters; and (b) Attend the annual shareholders’ meetings of the Company. Article 10. The Committee shall meet ordinarily at least once every two months, and may hold extraordinary meetings on special request of the Coordinator or any other Committee member. In any event, however, the Company’s financial information must be reviewed at a Committee meeting prior to being released. Paragraph 1. Except in the event of meetings called to consider urgent matters, the Committee meetings shall be called by means of three (3) days prior notice, which shall attach the meeting agenda. Paragraph 2. The Coordinator shall be responsible for preparing the meeting agenda. The other Committee members may propose additional motions for consideration at the Committee meetings. Paragraph 3. Attendance by a majority of the Committee members shall constitute a quorum to convene the meetings. Paragraph 4. A majority of affirmative votes cast by a majority of the members of the Audit Committee shall constitute a quorum to pass recommendations and opinions. Paragraph 5. The Committee meetings will be held preferably at the registered office of the Company, but may be held elsewhere if so deemed convenient by all the Committee members. Paragraph 6. The Committee members may also participate in ordinary and extraordinary meetings by conference call or videoconference or other teleconferencing method permitting the identification of the Committee members and simultaneous communication amongst the attendees. Members attending a meeting by any such system shall be deemed to be present at the meeting and shall sign the relevant minutes. Article 11. The Committee may call to attend any particular meeting executives, employees and providers of the Company that hold material information or information related to their area of expertise or practice area, which is of interest to the order of business of such meeting. Article 12. The Committee affairs, recommendations and opinions discussed at a meeting shall be drawn up in minutes, which the attendees shall sign. The minutes of a meeting shall record the points of discussion, the more important points of debate, and the points of contention, if any, and a record of action requests, a list of attendees, of justified absences, and notes on irregularities, if any. Sole paragraph. The support documents related to the order of business shall be kept on filed in the registered office of the Company. Article 13. The responsibilities of the Audit Committee include, among other things:

(a) Preparing the internal regulation containing the Committee’s operating rules. The regulation thus prepared, and any amendments thereto, shall be submitted for approval by Board of Directors; (b) Making recommendations to the Board of Directors regarding the retention or replacement of the independent auditors of the Company, and giving opinion to the Board on hiring the independent auditing firm to perform non-audit services;

(c) Supervising the activities of the independent auditors to evaluate (i) their objectiveness (independence standard); (ii) the quality of their services; and (iii) their suitability vis-à-vis the Company’s requirements; (d) Supervising the work of Company and controlled internal audits, monitoring the effectiveness and adequacy and integrity of the internal audit structure, and the quality and integrity of internal and independent audit processes, in addition to recommending improvements, as may be necessary; (e) Supervising the financial reporting activities of the Company and the subsidiaries; (f)

Supervising the internal controls activities of the Company and the subsidiaries;

(g) Monitoring the quality and integrity of the quarterly financial information, and of the annual and interim financial statements prepared by the Company and its subsidiaries, making recommendations as may be necessary; (h) Monitoring the quality and integrity of the internal control mechanisms of the Company and the subsidiaries, making recommendations to improve policies, practices and processes, as may be necessary; (i) Evaluating the effectiveness and adequacy of risk control and risk management systems, including as related to exposure to legal, tax and labor risks; (j) Advising the Board of Directors, prior to release, about the annual internal audit report that assesses the internal controls structure and corporate risk management system of the Company; (k) On request of the Board of Directors, making recommendations on management proposals to be put forward to the Shareholders’ Meeting, regarding changes to the capital stock (share issues), issuance of debentures or warrants, the capital expenditure budgets, dividend distributions, transformation of corporate type, or merger, consolidation or spinoff transactions; and (l) Monitoring the quality and integrity of the information and measurements released on the basis of adjusted financial and other information, which add information unanticipated in the customary financial reporting structure; (m) Monitoring and assessing risk exposures incurred by the Company, for this purpose being permitted to request detailed information on policies and processes related to (i) management compensation; (ii) use of Company assets; and (iii) expenses incurred by the Company; (n) Monitoring and assessing the internal audit department of the Company, the adequacy of transactions with related parties and the relevant documentation;

(o) Verifying compliance with its recommendations and/or providing clarifications on its recommendations, including as regards audit work plans; (p) Verifying compliance by management with the recommendations of the independent and internal auditors, as well as advising the Board on possible conflicts between the internal audit team and the independent auditors and/or management; (q) Meeting with other committees, commissions and the Board to discuss policies, practices and processes identified within each of their spheres of competence; (r) Preparing summary annual reports at a minimum containing the following information: (i) activities performed in the period, and the Committee findings and recommendations; (ii) evaluation of the effectiveness of the internal controls structure and corporate risk management system processes; (iii) the recommendations made to management and indications of implementation thereof; (iv) evaluation of the effectiveness of the independent and internal auditors; and (v) evaluation of the quality of financial reports, internal controls and corporate risk management processes over the period, and (vi) any significant disagreement among management, the independent auditors and the Committee concerning the financial statements of the Company; and (s) Advising the Board of Directors on matters the directors may have referred to the Committee and any other matter it may consider of importance.

Article 14. In addition to the responsibilities set forth in the preceding article, it shall be incumbent on the Audit Committee: (a) Acting within its sphere of competence, to care for the interests of the Company; (b) To review the reports prepared by regulatory entities regarding the Company; and (c) To perform a self-evaluation of performance while seeking to identify points for operating improvement.

Article 15. The Committee members shall be bound by the Code of Conduct and the Material Disclosures and Securities Trading Policy of the Company. Article 16. Pursuant to article 48 of the Company Bylaws, in order to perform its functions effectively, the Audit Committee shall be functionally autonomous and operate on funds appropriated in the budget, as approved by the Board of Directors. Article 17. The Committee members shall earn compensation compatible with their responsibilities, expertise and professional standing, time dedicated to the work, and the market price of their services. The Compensation Committee shall submit the compensation proposal for approval by the Board of Directors. Article 18. The Audit Committee shall have authority to receive claims of improper practices within the scope of the activities it oversees, including confidential, internal or external claims, in accordance . Paragraph 1. The claims may be forwarded to the Committee by e-mail addressed to [email protected], which the Company will prominently disseminate in its website.

Paragraph 2. The Committee may upon request give assurances as to the confidentiality of the claimant’s identity. Paragraph 3. It shall be incumbent on the Audit Committee to determine the appropriate measures and procedures for investigation of the facts and circumstances related to the claims. Paragraph 4. The Coordinator shall report to the Board of Directors the Committee’s findings and recommendations related to claims involving any management member. Article 19. This Regulation shall be released in the website of the Company after being approved by the Board of Directors.