BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange. Operational Regulations Bovespa Segment. 1. Ambiente

Transcription

1 BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange Operational Regulations Bovespa Segment 1. Ambiente

2 1 / 73 Table of Contents 06 12/16/2008 TABLE OF CONTENTS DEFINITIONS..5 CHAPTER I INTRODUCTION CHAPTER II TRADING ELECTRONIC TRADING SESSIONS ASSETS TRADED TRADING OFFICIAL S DUTIES TRADING DAYS AND HOURS LOTS ACCEPTED TO BE TRADED ROUND LOT ODD LOTS TRADE ASSIGNMENT CHAPTER III TRADING ROOM ACCESS TO THE TRADING ROOM THE GENERAL PUBLIC BEHAVIOR IN THE TRADING FLOOR ACCESS TO OPERATIONS CONTROL ROOM CHAPTER IV ELECTRONIC TRADING SESSIONS AUTHORIZATION FOR ELECTRONIC TRADING SESSIONS BIDS AND ASKS IN ELECTRONIC TRADING SESSIONS AUCTIONS IN ELECTRONIC TRADING SESSIONS PRE-OPENING AND PRE-CLOSING PERIODS CHAPTER V TRADERS TRADERS TRADER QUALIFICATIONS IDENTIFICATION OF TRADERS PROHIBITIONS AFFECTING TRADERS REQUIREMENTS TO BE A TRADER ACCREDITATION OF THE EXCHANGE TRADER ACCREDITATION CANCELLATION ACCREDITATION RENEWAL TRADER CREDENTIAL MISLAID OR TRADER PASSWORD LOST CONDUCT REQUIRED FROM TRADERS PENALTIES APPLICABLE TO TRADERS THE EXCHANGE DECISIONS LIABILITY OF BROKERAGE FIRMS TERMINATION OF TRADERS CHAPTER VI AFTER-MARKET DEFINITION TRADING HOURS AFTER-MARKET TRADING PARAMETERS TRADE REGISTRATION AND SETTLEMENT OFFERS REGISTERED DURING REGULAR TRADING SESSIONS CHAPTER VII GATEWAYS DEFINITIONS AUTHORIZATIONS CHAPTER VIII CASH MARKET... 25

3 2 / 73 Table of Contents 06 12/16/ CASH MARKET FEATURES RULES APPLICABLE TO EARNINGS ON CASH MARKET SUBSCRIPTION RECEIPTS CHAPTER IX FORWARD MARKET FORWARD MARKET DEFINITIONS AND FEATURES TYPES AND FORMS OF FORWARD TRADES REGISTRATION TRADING SUSPENSION ON FORWARD MARKET EARNING RULES ON FORWARD MARKET CHAPTER X OPTIONS MARKET OPTIONS MARKET FEATURES OPTIONS WRITING OPTIONS EXERCISE REGISTRATION OF OPTIONS POSITIONS COLLATERAL SETTLEMENT TRADING SUSPENSION ON THE OPTIONS MARKET INDEX OPTIONS STOCK INDEX OPTIONS RULES APPLICABLE TO EARNINGS ON THE OPTIONS MARKET CHAPTER XI STOCK FUTURES MARKET STOCK FUTURES MARKET FEATURES PRICE AND DAILY POSITION RESETTLEMENTS CLOSING POSITIONS TRADING SUSPENSION ON THE STOCK FUTURES MARKET EXPIRATION DATE AND SETTLEMENT DATE EARNINGS CHAPTER XII BUY AND SELL OFFERS AND ORDERS DEFINITION OF BUY AND SELL ORDERS TYPES OF ORDERS DEFINITION OF BID OR ASK OFFERS TYPES OF OFFERS ORDER RECORDING SYSTEM CHAPTER XIII TRADING SESSIONS TRADING TYPES OFFER TRADINGS DIRECT TRADING AUCTION TRADING REGULAR AUCTION TRADING SPECIAL AUCTION TRADING FORWARD MARKET TRADING OPTIONS MARKET TRADING STOCK FUTURES MARKET TRADINGS CHAPTER XIV TRADING INTERVENTION CASH MARKET INTERVENTION FORWARD MARKET INTERVENTION OPTIONS MARKET INTERVENTION STOCK FUTURES MARKET INTERVENTION TRADES NOT SUBJECT TO INTERVENTION CRITERIA CHAPTER XVI DAY-TRADE OPERATIONS... 47

4 3 / 73 Table of Contents 06 12/16/ DEFINITION SETTLEMENT RESTRICTIONS CHAPTER XVI TRADE CORRECTIONS AND CANCELLATIONS OBLIGATION TO FULFILL TRADES CLOSED OR REGISTERED TRADE CORRECTION OR CANCELLATION CRITERIA REQUEST FOR TRADE CORRECTION OR CANCELLATION GENERAL PROVISIONS CHAPTER XVII TRADING INTERRUPTION INTERRUPTION OF THE ELECTRONIC TRADING SYSTEM OPERATION TRADE CORRECTION OR CANCELLATION DUE TO PROCESSING SYSTEM FAILURES CIRCUIT BREAKER CHAPTER XVIII TRADING SUSPENSION ATTRIBUTIONS GENERAL SUSPENSION TRADING SUSPENSION IN BRAZILIAN DEPOSITARY RECEIPTS (BDRS) SUSPENSION NOTIFICATION SUSPENSION PERIOD TRADING REOPENING CHAPTER XIX ORDERS EXECUTED BY COURT RULING CRITERIA FOR EXECUTING AN ORDER NOTIFICATIONS GENERAL PROVISIONS CHAPTER XX SELECTED SHARE PORTFOLIOS GENERAL FEATURES DEFINITIONS COMPOSITION OF THE SELECTED SHARE PORTFOLIO RECEIPTS ISSUANCE RECEIPT REDEMPTION EARNINGS FROM SHARES COMPRISING A SELECTED SHARE PORTFOLIO SUSPENSION OF TRADINGS INVOLVING STOCKS OF THE SELECTED SHARE PORTFOLIO RULES APPLICABLE TO RECEIPT TRADING CHAPTER XXI OPERATIONAL LIMITS OPERATIONAL LIMITS FOR BROKERAGE FIRMS NON-COMPLIANCE WITH OPERATIONAL LIMITS CHAPTER XXII - RIGHTS AND OBLIGATIONS OF BROKERAGE FIRMS DESIGNATION OF OPERATIONAL OFFICERS INFORMATION, RECORDS AND DOCUMENTS REFERRING TO THE TRADES EXECUTED BY BROKERAGE FIRMS RULES OF CONDUCT BROKERAGE FIRMS ACTING AS CLEARING AGENTS REQUIREMENTS FOR THE REPRESENTATIVES OF BROKERAGE FIRMS RIGHTS OF THE BROKERAGE FIRMS IN RELATION TO THEIR CLIENTS OBLIGATIONS OF BROKERAGE FIRMS RIGHTS OF BROKERAGE FIRMS ON FORWARD MARKETS RIGHTS OF THE EXCHANGE ON FORWARD MARKETS... 62

5 4 / 73 Table of Contents 06 12/16/2008 CHAPTER XXIII APPLICABLE SANCTIONS DUE TO VIOLATIONS OF THESE REGULATIONS FINES INFRACTIONS AND VIOLATIONS GENERAL PROVISIONS CHAPTER XXIV APPEALS AGAINST PENALTIES IMPOSED BY THE EXCHANGE APPEALS APPEAL WITH SUPERSEDEAS DEADLINES FOR FILING APPEALS ACCESS TO APPEAL RECORDS AND ADDITIONAL MEASURES CHAPTER XXV CLIENT FILE RECORD FILE SECURITIES TRADING NOTICE (ANA) CHAPTER XXVI PERSONS ASSOCIATED WITH BROKERAGE FIRMS CHAPTER XXVII BROKERAGE COMMISSION, FEES AND TRADING FEES BROKERAGE COMMISSION FEES AND TRADING FEES GENERAL PROVISIONS CHAPTER XXVIII DAILY INFORMATION BULLETIN (BDI) CHAPTER XXIX EMERGENCY OPERATIONAL MEASURES EMERGENCY SITUATIONS DUTIES EMERGENCY MEASURES CHAPTER XXX SUPPLEMENTARY RULES... 73

6 5 / 73 Definitions 06 12/16/2008 DEFINITIONS AFTER-MARKET trading activity outside the regular Session (after hours). APPEAL appeal filed by a party against a decision delivered by an agency or individual as regards a body or individual hierarchically above it, which decision may be upheld, reversed or overruled. Appeals may or may not be subject to supersedeas. Supersedeas means that the decision appealed against will remain stayed until it s reviewed by the superior hierarchical level. If there is no supersedeas, the decision appealed against will remain valid and will be reversed only if and when the appeal is accepted by a superior hierarchical level. ASSET bonds, securities and other financial instruments traded on the Exchange. AUCTION refer to Auction Trading. AUCTION TRADING or AUCTION offer made separately from others, which must mention the security, lot and price. There are two types of Auction Trading: Regular and Special. BONDS AND SECURITIES types of assets traded on the Exchange, which may be issued by limited liability companies or investment funds. BOVESPA HOLDING S.A. corporation controller of the Exchange and CBLC BOVESPA SUPERVISÃO DE MERCADO non-profit association, responsible for analysis and surveillance of the activities from the Exchange, CBLC, the Exchange s participants and agents responsible for the depository, clearing and settlement of operations. BOVESPA INDEX tracks the current quotation of a theoretical stock portfolio constituted on the base date of January 2, Since it s basically designed to be an indicator of the average market performance, its configuration seeks to be as near the actual composition of the Exchange s cash market as possible. BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (CVM) federal governmental watch-dog agency in charge of regulating and overseeing the securities market. BROKER refers to BROKERAGE FIRM BROKERAGE COMMISSION amount charged by Brokerage Firms from their Clients for executing an order to buy or sell Assets. BROKERAGE FIRM institution authorized by the Central Bank of Brazil and the Brazilian Securities and Exchange Commission to execute trades on different markets, including securities and bonds on Exchanges or on the designated over-the-counter market. Firms may trade in either on their own account or on behalf of investors. BSM refers to the Exchange SUPERVISÃO DE MERCADO

7 6 / 73 Definitions 06 12/16/2008 CASH MARKET market where securities purchase and sale operations are carried out on the Exchange upon the settlement terms set forth by the CBLC Regulations and Operational Procedures. CBLC refers to BRAZILIAN CLEARING AND DEPOSITORY CORPORATION CHIEF EXECUTIVE OFFICER the Exchange's chief executive officer in charge of enforcing the policy and the decisions by the Board and running all the Exchange services. Reviews the appeals filed against the Chief Operating Officer s decisions. CHIEF OPERATING OFFICER The Exchange s officer in charge of operations, responsible for reviewing the appeals filed against the Trading Official s decisions. CIRCUIT BREAKER procedure to curb the Exchange index fluctuations by pausing trading sessions. CLEARING AGENT institution accredited to settle the trades made by Brokerage Firms on the Exchange. BRAZILIAN CLEARING AND DEPOSITORY CORPORATION proprietary corporation, wholly owned subsidiary of the Exchange that provides depository, clearing and settlement services, as well as risk control for trades carried out on the Exchange. CLIENT FILE record that Brokerage Firms must keep listing their clients or investors who trade in on the markets managed by the Exchange, containing personal and financial information, designated operational limits, and other information at the discretion of the Exchange, the brokerage firm itself and the Brazilian Securities and Exchange Commission (CVM). CLIENT or ASSIGNOR or INVESTOR individuals or corporations or group investment entities (investment funds or clubs) which trade in through Brokerage Firms or have their securities portfolios managed by them. CVM refers to BRAZILIAN SECURITIES AND EXCHANGE COMMISSION DAY-TRADE whenever an investor buys and sells the same security, in the same amount, in the same trading session, through the same Brokerage Firm and settles through the same Clearing Agent. The settlement of a Day-Trade is purely financial. DIRECT BUSINESS refers to Direct Trading. DIRECT TRADING or DIRECT BUSINESS whenever traders target at buying and selling the same security on behalf of different investors. ELECTRONIC TRADING SYSTEM computer terminals installed at Brokerage Firms, through which traders execute trades by sending out buy or sell offers.

8 7 / 73 Definitions 06 12/16/2008 EXCHANGE refers to SÃO PAULO SECURITIES, COMMODITIES AND FUTURES EXCHANGE. EXECUTIVE BOARD the Exchange s executives responsible for managing the Exchange business according to determination of the Chief Executive Officer FOREIGN INTERMEDIARY overseas institutions authorized and accredited to manage custody accounts of their own or of their clients or to act as a middle party for operations on several markets such as bonds and securities on Stock Exchanges or designated over-the-counter markets. They operate on their own or on behalf of their investors. FORWARD MARKET purchase and sale of securities upon settlement terms previously agreed by the buyer and the seller in line with those authorized by the Exchange. FORWARD TRANSACTIONS transactions executed on the forward, futures and options markets and differing from cash transactions in so far as the settlement takes place within a specified period. Also known as Derivatives. HOME BROKER automated brokerage service system connected to the Electronic Trading System that enables Brokerage Firms Clients to use the Internet for immediate or scheduled execution of security purchase or sale orders on the markets authorized by the Exchange. IBOVESPA refers to BOVESPA Index INDEX OPTIONS options market for the purchase and sale of rights on the Stock index. INTERRUPTION situation preventing the trading on the Exchange, due to its own decision or for reasons beyond its control. LOT a quantity of bonds or securities. MARKET MAKER the Exchange-accredited institutions whose main duty is to provide securities with liquidity which they are accredited for. NON-RESIDENT CLIENT an individual or corporation or group investment entity (investment fund or club) whose residence, main office or domicile is abroad, who/which operates through or has their security portfolio managed by a Foreign Intermediary. OFFER TRADING whenever traders show their intention to buy or sell Assets by keying an offer into the system through a specified command; they must specify the security, lot and price. OPTIONS refers to OPTIONS MARKET. OPTIONS MARKET comprehends trades of Derivatives.

9 8 / 73 Definitions 06 12/16/2008 PRE-CLOSING procedure adopted in the Electronic Trading System through which registration of buy and sell offers is made before the ending of the regular trading session. It s intended to prompt the formation of closing prices for the Assets involved. PRE-OPENING procedure adopted in the Electronic Trading System through which registration of buy and sell offers is made before the beginning of the trading session. It s intended to prompt formation of the prices to be used as the baseline when the Assets involved begin to be traded. BUY OR SELL ORDER the act through which Clients order Brokerage Firms to buy or sell Assets or the rights attached to them on their behalf and under the conditions they may specify. RECORD FILE refers to Client File. REGISTRATION FEE charge for the registration of forward, futures and options transactions. REGULAR AUCTION refers to Regular Auction Trading. REGULAR AUCTION TRADING allows buyer s and/or seller s intervention at the best price. REGULAR TRADING that in which Traders shout out their intention to buy or sell, and must mention the Asset, lot and price. ROUND LOT number of Assets set forth by the Exchange for the operations on the market it manages. SÃO PAULO STOCK EXCHANGE proprietary corporation, wholly owned subsidiary of the Exchange Holding S.A., based in the city of São Paulo, capital of the State of São Paulo, at Rua XV de Novembro, 275, whose main function is to maintain a complete infrastructure of well equipped facilities comprising integrated fully electronic systems and trading platform for the equities and equities derivatives markets. The Exchange operates the São Paulo Stock Exchange and organized over-the-counter markets. SETTLEMENT process coordinated by the CBLC that terminates the rights and obligations in securities and financial funds through their definitive transfer, i.e. delivery of securities and definitive transfer of financial funds (payment). SPECIAL AUCTION refers to Special Auction Trading. SPECIAL AUCTION TRADING offer made separately from others in which intervention is allowed only for purchases at the best price. STOCK FUTURES MARKET Asset purchase and sale at a price agreed upon by the parties to be due on a future definite and authorized date with daily position resettlements. TRADE ASSIGNMENT whether full or partial transfer of a transaction from one Brokerage Firm to another. Assignment is valid only upon the Trading Official s authorization.

10 9 / 73 Definitions 06 12/16/2008 TRADERS specialized professionals who execute trades on the Exchange on behalf of the Brokerage Firms they represent. Traders may or may not enter into an employment contract with Brokerage Firms. TRADING FEES charge for the Exchange services. TRADING ROOM area in the Exchange building especially designed for events and special auctions. TRADING OFFICIAL The Exchange official in charge of managing the Electronic Trading System. TRADING RULES procedures set forth by the Exchange to regulate Asset tradings on the basis of the distribution of earnings or rights (interest, dividend, bonus, subscription, split or reverse split). TRADING SESSION regular or special session or period for executing transactions.

11 10 / 73 Definitions 05 12/16/2008 CHAPTER I INTRODUCTION 1.1 THE EXCHANGE OPERATIONAL REGULATIONS This document, entitled "Operating Regulations of BOVESPA segment: Stocks and Stock Derivative Actions", aims at consolidating the rules on trading systems of the BOVESPA segment The Operations Regulations may at any time be amended by the Board of Directors of BM & FBOVESPA, and the changes be communicated to Participants In case of any conflict between the provisions in the Operational Procedure Manual and those of the Regulations, the latter will prevail.

12 11 / 73 Definitions 04 12/16/2008 CHAPTER II TRADING 2.1 ELECTRONIC TRADING SESSIONS The Exchange will hold daily sessions through the Electronic Trading System The trading will operate in accordance with the rules set out in these Regulations and the Operational Procedures Manual. 2.2 ASSETS TRADED The Assets traded in the sessions will be those allowed to be traded on the markets managed by the Exchange, namely: a) Shares, debentures and other bonds and securities issued by publicly-held companies; b) Portfolios linked to securities traded on exchange or designated over-thecounter market; c) Derivatives based on securities allowed to be traded; d) Promissory notes registered for public offering; e) Units in closed investment funds; f) Shares representing audiovisual investment certificates; g) Brazilian Depositary Receipts - BDR's backed by securities issued by publiclyheld companies or suchlike located outside Brazil; h) Non-standardized warrants for purchase and sale of securities; and i) Other bonds or securities authorized by the Securities Commission and the Exchange 's Chief Executive Officer In exceptional cases, other types of bonds or securities may be authorized to be traded at the Exchange 's discretion. 2.3 TRADING OFFICIAL S DUTIES Trading sessions will be managed by the Trading Official The position of the Trading Official will be held by the Officer responsible for the operations department of the Exchange. If absent, the Chief Operating Officer will designate an alternate, upon the approval of the Chief Executive Officer.

13 12 / 73 Definitions 04 12/16/ The Trading Official will require order, clarity and discipline during the trading session and may exclude anyone who has not immediately accepted his decisions In case any individuals breach these Regulations, The Trading Official will immediately notify their names to the Chief Operating Officer, so that the latter may impose disciplinary measures. These decisions may be appealed to the Chief Executive Officer without any supersedeas, to be reviewed by the end of the business day subsequent to such event The Trading Official may authorize the correction or cancellation of registered transactions, or determine the holding of auctions. 2.4 TRADING DAYS AND HOURS Trading hours will be decided by the Executive Board There will be no trading sessions on Saturdays, Sundays or holidays The Chief Executive Officer may determine that no trading take place on a certain business day by notifying the Securities Commission of the reasons for making such as decision The Chief Executive Officer may modify, delay or bring forward the start or end of the trading session by informing the Securities and Exchange Commission Forward Transactions coming due on a non-trading day are automatically rescheduled to the first subsequent business day on which trading takes place Every year, the Exchange will make available the schedule for the following year, and this - together with the trading hours schedule - will be part of the Operational Procedures Manual. 2.5 LOTS ACCEPTED TO BE TRADED On the Exchange -managed markets, trades may be executed in round lots or their multiples and, on the cash market, also odd lots. 2.6 ROUND LOT A round lot is the number of Assets determined by the Exchange for each underlying asset traded on the markets it manages, and a list of Assets with the corresponding round lots will be published periodically. 2.7 ODD LOTS Odd lot refers to an Asset quantity lower than its round lot.

14 13 / 73 Definitions 04 12/16/ TRADE ASSIGNMENT No trade previously registered may be totally or partially assigned unless authorized by the Trading Official.

15 14 / 73 Definitions 04 12/16/2008 CHAPTER III TRADING ROOM 3.1 ACCESS TO THE TRADING ROOM Access to the Exchange Trading Room is granted to the following when special auctions take place: a) Directors or Officers of the Brokerage Firms authorized to trade at the Exchange; b) the Exchange Executive Board, Executives and employees required for the Trading Room operations; c) the Exchange 's visitors and guests who have been previously authorized by the Trading Official; and d) others providing services to the Exchange, whose presence on the Trading Room is required. 3.2 THE GENERAL PUBLIC An area will be specially set aside for the general public to view the Trading Room; no manifestation interfering with trading will be permitted. 3.3 BEHAVIOR IN THE TRADING FLOOR Anyone behaving improperly on the Trading Room will be removed from the premises upon the decision by the Trading Official. 3.4 ACCESS TO OPERATIONS CONTROL ROOM Access to the Exchange Operations Control Room will be restricted to the following: a) the Exchange Executive Board, Executives and employees required for the operations b) the Exchange 's visitors and guests who have been previously authorized by the Trading Official; and c) others providing services to the Exchange, whose presence in the Operations Control Room is required, if duly authorized by the Trading Official.

16 15 / 73 IV Electronic Trading Sessions 03 12/16/2008 CHAPTER IV ELECTRONIC TRADING SESSIONS 4.1 AUTHORIZATION FOR ELECTRONIC TRADING SESSIONS The following may carry out transactions in Electronic Trading sessions: a) The Exchange Brokerage Firms; and b) other participants especially authorized by the Exchange 's Chief Executive Officer. 4.2 BIDS AND ASKS IN ELECTRONIC TRADING SESSIONS Electronic Trading sessions will operate through bids and asks registered in the Electronic Trading System and will comply with the provisions contained in these Regulations, the Operational Procedure Manual and the Electronic Trading System Operations Manual. 4.3 AUCTIONS IN ELECTRONIC TRADING SESSIONS An auction is a special procedure executed differently from other trades, and Asset, price and amount must be specified Auctions in Electronic Trading sessions may be executed under "regular" or "special" rules and must comply with the provisions contained in these Regulations, the Operational Procedure Manual and the Electronic Trading System Operations Manual. 4.4 PRE-OPENING AND PRE-CLOSING PERIODS Whenever so authorized by the Chief Executive Officer, Pre-Opening or Pre-Closing procedures may be adopted as follows: a) Pre-Opening: procedure adopted in the Electronic Trading System through which registration of bids and asks is made before the beginning of the trading session in order to originate the pricing to be used as baseline when the trading starts; and b) Pre-Closing: procedure adopted in the Electronic Trading System through which registration of bids and asks is made before the end of the regular trading session in order to originate the pricing of the closing price for the Assets involved The Chief Executive Officer will determine periods for Pre-Opening and Pre-Closing and the Assets to be submitted to these procedures.

17 OPERATIONAL REGULATIONS OF BOVESPA SEGMENT Page/Sheet 16 / 73 V Traders 05 12/16/2008 CHAPTER V TRADERS 5.1 TRADERS A Trader is a professional specially accredited by the Exchange to represent a Brokerage Firm on the Electronic Trading System Only Brokerage Firm Traders authorized to operate on the Electronic Trading System may execute transactions for the purchase or sale of Assets on behalf of and on the account of the Brokerage Firm which he is associated with on the markets managed by the Exchange. 5.2 TRADER QUALIFICATIONS Traders must have passed an examination or qualifying course held by the Exchange or an organization recognized by the Exchange and containing instructions related to the Brazilian Financial System, securities, exchange transactions, legislation and capital market regulations Candidates seeking to pass the examination or the qualifying course must achieve the minimum score set by the Exchange in all tests to which they are submitted The contents to be tested by the examination or qualifying course will be made known to candidates in advance The Exchange may, at its sole discretion, require traders to attend refresher courses on certain subjects. 5.3 IDENTIFICATION OF TRADERS Traders in the Trading Room must wear their credentials in a visible place for the purpose of immediate identification The Electronic Trading System identifies Traders through the use of their private and secret passwords that must be keyed into the system on logging in. 5.4 PROHIBITIONS AFFECTING TRADERS Traders may not: a) take part in any administrative, advisory or fiscal organization, or be employed by a company whose securities are traded or allowed to be traded on any exchange; or b) behave in disagreement with their duties on or off the Trading Room.

18 OPERATIONAL REGULATIONS OF BOVESPA SEGMENT Page/Sheet 17 / 73 V Traders 05 12/16/ REQUIREMENTS TO BE A TRADER The professionals accredited by Brokerage Firms as their Traders must fulfill the following requisites: a) be fully eligible under civil and business laws; b) have concluded high school; c) be qualified by examination or a course for Traders recognized by the Exchange; d) not have been found guilty of any offense against property, counterfeit, the public administration, or illegal gambling or vagrancy within the last five years; e) not have been declared insolvent, within the last five years, or have defaulted on payments to creditors, or, within the same period, have been a respondent to legal or collection actions; f) have been rehabilitated in the event of having been declared insolvent; g) not be submitted to legal collection actions, or be listed as a defaulter on the records by Clearing Houses due to the Issuance of Bad Checks (local acronym CCF) or the Credit Protection Service (local acronym SPC); h) not have been punished within the last two years or temporarily or permanently disqualified by the Exchange itself, the CVM, the Central Bank of Brazil or the Appeals Committee of the National Financial System; i) not have been convicted by the Federal, State or Municipal Public Powers in administrative disciplinary or fiscal proceedings within the last two years; j) enjoy unblemished reputation and show behavior appropriate to the position; and k) undertake to observe ethical standards of conduct and trading The Exchange may require proof of other requirements relative to the personal and property status of any Trader. 5.6 ACCREDITATION OF THE EXCHANGE TRADER The Executive Board can grant, renew or cancel Trader accreditation An application for accreditation of a Trader will only be considered if accompanied by any documents or declarations proving that the requirements set by the Exchange have been met.

19 OPERATIONAL REGULATIONS OF BOVESPA SEGMENT Page/Sheet 18 / 73 V Traders 05 12/16/ Applications for accreditation of Traders will be filed with the Exchange Audit, which will prepare them for subsequent forwarding to the Executive Board Before forwarding an accreditation application to the Executive Board, the Exchange will make a single official announcement on its Daily Information Bulletin (BDI), or make it known through electronic media, including the name of the Trader and the Brokerage Firm applying for the accreditation, so that any other Brokerage Firms may submit a written statement with their grounds to object to the accreditation Such statements will be received by the Exchange and kept in confidentiality As the term allowed to raise any objections is over, accreditation applications will be submitted to the Executive Board for approval Rulings on accreditation applications will consist of an acceptance or rejection alone, without stating any reasons Traders may be called before the Executive Board to provide clarifications in relation to any facts or events related to them The Executive Board may make exemptions in relation to the accreditation requirements, particularly in cases of transferring a Trader from one Brokerage Firm to another Regardless of meeting the requirements demanded by the Exchange for Traders, the Executive Board may reject an accreditation application and such decision may be appealed against to the BSM If any application for accreditation is rejected, a new application may only be submitted after a period of 90 days. 5.7 ACCREDITATION CANCELLATION Trader accreditation may be canceled if false documentation or information is found out in the statements submitted during the accreditation process. 5.8 ACCREDITATION RENEWAL The Executive Board may at any time require the renewal of trader accreditation or require documents or explanations on facts or events related to them.

20 OPERATIONAL REGULATIONS OF BOVESPA SEGMENT Page/Sheet 19 / 73 V Traders 05 12/16/ TRADER CREDENTIAL MISLAID OR TRADER PASSWORD LOST Should any Trader credential be mislaid, or any trader password lost, this must be immediately notified in writing to the Exchange Operations Officer CONDUCT REQUIRED FROM TRADERS Traders must maintain, both on and off the Trading Room and the Exchange premises, the highest level of personal decorum and conduct appropriate for their positions toward other Traders, the public, directors and officers of Brokerage Firms, members of the Executive Board, and Executives and employees of the Exchange In the course of exercising their duties, Traders should show sobriety, care and diligence inherent to every active and upright person in the management of their own affairs, and must loyally serve the Brokerage Firm which they are associated with Traders may not: a) make use, for their own benefit or that of others, with or without prejudice to their Brokerage Firm or its clients, of business opportunities they may become aware of in the course of their work; b) fail to act to exercise or protect the rights of their Brokerage Firms or their customers, or for the sake of obtaining advantages for themselves or others, refrain from using trading opportunities in the interest of their Brokerage Firms or their clients; c) acquire bonds or securities that they know to be of interest for their Brokerage Firms or their clients, or that the latter intend to acquire, or vice-versa, in order to resell them to make profit; d) execute an order or carry out any trade in their own name, or in that of their spouse or partner, children of minor age, dependents or in the name of any group, investment fund or club in which they have any interest through a Brokerage Firm other than the one that accredited them; e) execute an order or carry out any trade that directly or indirectly contributes to: creating artificial conditions of demand, supply and/or price; manipulate prices; execute fraudulent transactions or non-equitable practices; f) fully or partly assign a trade executed, even if not yet formally concluded, except if authorized by the Trading Official; or g) provide third parties with their access password to the Electronic Trading System.

21 OPERATIONAL REGULATIONS OF BOVESPA SEGMENT Page/Sheet 20 / 73 V Traders 05 12/16/ PENALTIES APPLICABLE TO TRADERS Any violations of the capital market legislation, these Regulations or other applicable rules, committed by Traders, will be looked into by means of administrative proceedings and they will be subject to the following penalties: a) verbal warning; b) written warning; or c) suspension In case of any violation is found out, the Trading Official - after summoning the Trader to provide explanations and defense - may impose the penalty of verbal or written warning to the violator, with or without removal of the access password to the Electronic Trading System, notifying the Chief Operating Officer If the Chief Operating Officer believes the event requires the imposition of a suspension penalty, the officer will decide the case and punish the violator The suspension penalty imposed by the Chief Operating Officer shall be effective for five business days at most, period when the trader must not be allowed to access the Electronic Trading System, as well as the respective reduction in the number of accesses allowed to the Brokerage Firm during the suspension period, and the Chief Executive Officer may set a longer suspension period A decision by the Chief Operating Officer to impose the suspension penalty may be appealed against, with superseadeas, to the Chief Executive Officer within one day as of being informed about the decision From the decisions delivered by the Chief Executive Officer will fit appeal to BSM Penalties imposed on during the summary process will be noted in the accreditation file of the Trader and the Brokerage Firm that accredited the offender will be notified THE EXCHANGE DECISIONS All Brokerage Firms, and their managers, employees, representatives and delegates, as well as their Traders must immediately abide by all the Exchange decisions LIABILITY OF BROKERAGE FIRMS Traders must at all times during Trading Sessions act on behalf of and on the account of the Brokerage Firm that accredited them, and the latter will be jointly accountable for any actions performed in the course of their duties, without any kind of restrictions to their liability.

22 OPERATIONAL REGULATIONS OF BOVESPA SEGMENT Page/Sheet 21 / 73 V Traders 05 12/16/ Brokerage Firms will inform the Exchange of their Traders and apply for their accreditation by signing the application, which will include a special clause assuming joint liability for all their actions on the Exchange during the regular exercise of their functions, including any violation of this Regulation or the legislation applicable TERMINATION OF TRADERS Any terminations of Traders by the Brokerage Firms that accredited them must be immediately notified in writing to the Exchange Audit The Operations Office may confidentially request the Brokerage Firm to report the reasons for such terminations.

23 22 / 73 VI After-Market 03 12/16/2008 CHAPTER VI AFTER-MARKET 6.1 DEFINITION The After-Market is the trading period outside the regular Trading hours. 6.2 TRADING HOURS After-Market trading hours are set by the Executive Board, which may change them whenever necessary. 6.3 AFTER-MARKET TRADING PARAMETERS The Chief Executive Officer shall: a) set the criteria for trading stocks on the After-Market; b) authorize the markets on which After-Market trades may be executed; c) determine the annual schedule for After-Market tradings; d) determine the types of orders that may be sent to the After-Market; e) set the financial limits, the amount of Assets, price variations and other parameters in relation to After-Market trades; f) determine the procedures to specify After-Market trades; and g) if applicable, determine the criteria used to calculate the Exchange Indices on the basis of After-Market stock quotations. 6.4 TRADE REGISTRATION AND SETTLEMENT After-Market trades will be registered on the same day and will follow the day's settlement cycle in accordance with the rules and procedures set forth by the CBLC. 6.5 OFFERS REGISTERED DURING REGULAR TRADING SESSIONS 6.51 Offers registered during regular trading sessions and not canceled may be closed during the After-Market Session.

24 23 / 73 VII Gateways 06 12/16/2008 CHAPTER VII GATEWAYS 7.1 DEFINITIONS The submission of orders via the Order Routing system by means of Gateways as made available by the Exchange is designed to serve Clients divided into three categories: a) Individual Investor Clients clients who are Individuals, Non-Financial Corporations and Investment Clubs; b) Institutional Investor Clients clients who are Mutual Investment Funds, Private Pension Funds, Insurance Companies and others; and c) Financial Institution Investor Clients refer to Financial Institutions' owned portfolios. 7.2 AUTHORIZATIONS The access to the order routing system via Gateways is exclusive to: a) End Clients Themselves refer to Individual Investor Clients, Institutional or Financial Institutions who place their orders for their own portfolio, directly from their computers into the routing systems made available by the Brokerage Firms; b) Order Conveyors refer to Order Conveyors who are: (i) Intermediary Institutions employees; (ii) Portfolio managers who are individuals linked to Intermediary Institutions; and (iii) Independent Agents linked to Intermediary Institutions. Order Conveyors place the orders received from their clients into the routing systems made available by Brokerage Firms. c) Order Managers refer to: (i) Portfolio Managers who are individuals or corporations duly accredited by CVM to perform their activities; and (ii) Intermediary Institutions and; (iii) Portfolio managers from clients domiciled abroad duly registered with the regulator institution at the origin country.

25 24 / 73 VII Gateways 06 12/16/2008 Order Managers place orders for further allocation among their clients into the routine systems made available by Brokerage Firms. Order Managers must be registered with the Exchange, owns a client identification code, which is single and special, named manager account, which must be used to route the orders from their clients. d) Intermediary Institutions refer to: (i) Financial institutions which are members of the Securities Distribution System (Brokerage Firms and Securities Dealers; Investment Banks and Multiple Banks with investment portfolios); (ii) Managers of Corporate Portfolios, and (iii) Intermediary financial institutions domiciled in a country where the capital market regulator institution of such country has sealed, with CVM, a mutual cooperation agreement enabling the exchange of investors financial information, or be signatory to the IOSCO Multilateral Memorandum of Understanding Intermediary Institutions may act as Order Conveyors or Order Managers, depending on the way they are supposed to act for their clients, concerning the routing systems made available by Brokerage Firms.

26 25 / 73 VIII Cash Market 03 12/16/2008 CHAPTER VIII CASH MARKET 8.1 CASH MARKET FEATURES This is the market where Asset purchase and sale transactions are conducted on the Exchange, whose physical delivery and by CBLC Regulations and Operational Procedures The rules provided in the Operational Procedure Manual are applicable to the cash market. 8.2 RULES APPLICABLE TO EARNINGS ON CASH MARKET Trading rules for Assets will be based on the information received by the Exchange from Issuing Companies, issuing agents or stock registration service As of the date indicated as the beginning of the ex-dividend period (providers dividends, bonuses, subscriptions, etc), securities traded on the cash market will have no rights to those dividends and will be announced with the prefix "EX" for eight consecutive Trading Sessions Trades involving Subscription Rights will be allowed as of the date indicated as the beginning of the subscription until the fifth business day prior to the end of the term designated by the company for the exercise of subscription rights New stocks issued by Issuing Companies will be traded under different conditions in relation to futures rights, namely: a) WITH full rights and WITH pro-rata temporis rights; or b) WITHOUT rights if the issuing company, issuing agent or stock registration service provider had set forth this distinction in advance Should an issuing company set different "pro rata temporis" rights percentages, the Exchange may, at its own discretion, set different conditions for stock trading. 8.3 SUBSCRIPTION RECEIPTS Pursuant to specific regulations, only fully paid-in stock Subscription Receipts will be allowed to be traded Subscription Receipts may be traded only on the cash market.

27 26 / 73 VIII Cash Market 03 12/16/ Trading will take place exclusively in the period preceding the authorization for the issuing company's capital increase Any subscription rights outstanding in relation to the Subscription Receipts traded will belong to the original underwriter Should any subscription not be executed due to the lack of the proper authorization, the holder of the corresponding Subscription Receipt will be reimbursed by the company only the amount paid by the original underwriter. The Exchange, the CBLC, intermediary agents and bona-fide assignors will be exempt from all and any liability for said payment.

28 27 / 73 IX Forward Market 03 12/16/2008 CHAPTER IX FORWARD MARKET 9.1 FORWARD MARKET DEFINITIONS AND FEATURES Forward trade is the purchase and sale of Assets whose physical and financial settlement date is set in advance by the parties selected from those authorized by the Exchange The following definitions apply to the forward market: a) Underlying Asset - Asset allowed to be traded on the Exchange forward market; b) Forward seller - a Brokerage Firm, acting on its own account or on behalf of investors, assuming the obligation of forward selling underlying Assets, thereby being entitled to receive the amount involved on its settlement date after the Assets have been delivered; and c) Forward purchaser - a Brokerage Firm, acting on its own account or on behalf of investors, assuming the obligation of forward purchasing underlying Assets, thereby being entitled to receive them on their settlement date after the payment has been made The deadline for settlement requests, collaterals, coverage, margins and means of settlement may be found in the CBLC Regulations and Operational Procedures. 9.2 TYPES AND FORMS OF FORWARD TRADES The Exchange will register the following types of forward trades: a) common forward - to be physically and financially settled at the agreed face value; b) flexible forward - one that has as a specific feature that differentiates it from common forward the possibility of enabling the forward purchaser to replace underlying stock of the initially agreed contract; c) dollar forward whose contractual price will be corrected daily by the variation of the average foreign exchange rate of the Brazilian Real (BRL) against the US dollar (USD), as of the trade day to the closing day, excluding first and last; and d) index points forward - allows the secondary trading of forward contracts, in which the financial settlement amount is calculated by converting the value of the index points into local currency.

29 28 / 73 IX Forward Market 03 12/16/ Forward trades will be settled in advance or on the expiration date Settlement in advance of a forward trade may occur at the purchasers discretion upon their request. 9.3 REGISTRATION Forward contracts will be distinctly registered by the CBLC in accordance with the provisions of its Regulations and Operational Procedures for each purchasing and selling investor. 9.4 TRADING SUSPENSION ON FORWARD MARKET The trading suspension of a given Asset on the cash market will cause it to be automatically suspended on the forward market as well. 9.5 EARNING RULES ON FORWARD MARKET Dividends, cash bonuses and other money earnings, stock bonuses, stock splits, and any other benefits assigned or distributed related to the bonds or securities underlying a forward transaction will belong to the forward purchasing investor as of the registration of such transaction with the Exchange The rules applicable to earnings on the forward market are provided in the CBLC Operational Procedure Regulations.

30 29 / 73 X Options Market 06 09/30/2013 CHAPTER X OPTIONS MARKET 10.1 OPTIONS MARKET FEATURES The options market comprises tradings of rights granted to Asset holders of call and put options The following definitions apply to the options market: a) Underlying asset Asset allowed to be traded on the Exchange to which an option refers; b) cosition blocking whenever writers prevent the exercise of a portion or the entirety of their positions, upon prior purchase of an option from the same series previously issued; c) coverage - deposit with the CBLC covering the entire underlying Assets to which an option refers; d) expiration date - last day to trade or exercise options; e) position closing - whenever writers, through purchase, or holders through the sale of options from the same series, terminate all or a part of their position in the same Brokerage Firm; f) exercise - whenever holders of options contracts exercise the right to buy or sell the option's underlying Asset at the strike price; g) collateral - margin or coverage pledged with the CBLC; h) writer - the grantor of an options contract who assumes the obligation, if the holder exercises the option, to sell the underlying Asset to or buy it from the holder; i) writing - originating option contracts to be traded on the market; j) round lot - number of underlying Assets each option refers to; k) margin - cash, bond or securities deposit pursuant to the percentage and form set by the CBLC; l) call option - the right granted to the holder (buyer) of the options contract, if it so desires, to buy from the writer (seller), obliging the latter to sell, by a predetermined date, a round lot of an underlying asset at a previously fixed price (strike price);

31 30 / 73 X Options Market 06 09/30/2013 m) american style option - option that may be exercised any time from the business day following the purchase (D+1) through its expiration date; n) european style option - option that may only be exercised on the expiration date; o) put option - the right granted to the holder (buyer) of the option, if it so desires, to sell to the writer (seller), obliging the latter to sell a round lot of an underlying asset at a previously stipulated price (strike price) by a certain date; p) non-adjusted option - series with no strike price resettlement in relation to the distribution of subscription or preemptive rights, or cash dividends; q) adjusted option - series with adjustment of the exercise price in relation to distribution of earnings; r) position - balance resulting from one or more operations with options from the same series, executed on behalf of the same investor, through the same brokerage firm. Depending on the nature of the balance, the position will be writing or holding and depending on the collateral provided, covered or naked; s) offsetting positions - those of inverse nature (holder and writer), intermediated by the same Brokerage Firm, on behalf of the same investor, in the same amount, for the same options type and same underlying Asset, but from different series; t) strike price - the price at which the holder will be entitled to buy or sell the option's underlying Asset; u) premium - the price of the options when traded in a session; v) series - options of the same type (put or call) written on the same underlying Asset, with the same expiration date and strike price; w) holder - the investor holding the right to exercise an option; and x) last trading day - day immediately preceding the expiration day of the option 10.2 OPTIONS WRITING Options may only be written on explicitly authorized series Writing is performed through the sale of options in a Trading Session.

32 31 / 73 X Options Market 06 09/30/ On the expiration date no opening of new positions of a series to be expired on such day will be allowed; only trades for closing positions will be allowed until the time set for the end of the right to exercise the option Obligations arising from the writing will be terminated: a) at the position closing; b) by exercising the position; or c) on the options exercise expiration, if it has not been exercised by expiration date OPTIONS EXERCISE Holders of American style options may exercise them any time as of the Trading Session on the day following the purchase through the expiration date Holders of European style options may only exercise them on their expiration date Options not exercised within the stipulated term will expire In order to exercise options their holder must show their intention upon exercise request The exercise will be met by a writing position in line with the following criteria: a) firstly, by a draw among covered positions; and b) in case there are no more covered positions left by draw, so among naked positions The exercise of the options will require the registration of the cash purchase and sale operation of the underlying Asset at the strike price If the strike price of a series of call options exceeds the underlying Asset cash price or if the strike price of a series of put options is below underlying Asset cash price, the exercise of the options right will only be allowed when the gap is not significant for the continuity of the underlying Asset prices REGISTRATION OF OPTIONS POSITIONS Writers and holders of positions will be registered by the CBLC, under a different codes for each investor in the form of bookkeeping entries for each series of options traded All trades will be liable to a mandatory registration fee paid by the investors and charged through the CBLC representing the Brokerage Firms involved.