INVESTOR RELATIONS INSTITUTIONAL PRESENTATION - 3Q21 - MZIQ
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Investor Relations Institutional presentation – 3Q21 1 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Forward Looking Statements This presentation may contain certain statements that express the management’s expectations, beliefs and assumptions about future events or results. Such statements are not historical fact, being based on currently available competitive, financial and economic data, and on current projections about the industries B3 works in. The verbs “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “predict,” “project,” “target” and other similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those projected in this presentation and do not guarantee any future B3 performance. The factors that might affect performance include, but are not limited to: (i) market acceptance of B3 services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries in which B3 operates; (iii) changes in (a) domestic and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the implementation of enhanced functionality demanded by B3 customers; (vi) ability to maintain an ongoing process for introducing competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the offer of B3 products in foreign jurisdictions. All forward-looking statements in this presentation are based on information and data available as of the date they were made, and B3 undertakes no obligation to update them in light of new information or future development. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended. PUBLIC INFORMATION 2 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Brasil, Bolsa, Balcão Agenda B3: Where we come from and highlights Complete multi-asset and vertically integrated model: highly critical to users Operational excellence, product development, innovation and focus on the client: long-term drivers of value Solid financial profile and commitment to returning cash to shareholders PUBLIC INFORMATION 3 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Brasil, Bolsa, Balcão The infrastructure that develops the market 1890 2007 2008 2010 Mar/17 Bolsa Livre Demutualization and Demutualization of Acquisition of GRV by Merger approval and (BOVESPA's predecessor) is IPOs of BOVESPA Cetip Cetip creation of B3 founded and BM&F 1984 1986 2008 2009 May/16 Beginning of Beginning of BM&F and BOVESPA Cetip’s IPO Agreement between Cetip’s BM&F merger – creation of BM&FBOVESPA and activities activities BM&FBOVESPA Cetip (shareholders’ approval) PUBLIC INFORMATION 4 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Brasil, Bolsa, Balcão The infrastructure that develops the market Diversified and vertically integrated model Single infrastructure integrated to the financial system Broadly held corporation with solid governance R$77.9 billion in market capitalization¹ Revenue of R$9.3 billion in 2020 More than R$19.0 billion distributed to shareholders in 10 years ¹ Updated as of September 30, 2021. 5 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Brasil, Bolsa, Balcão Agenda B3: Where we come from and highlights Complete multi-asset and vertically integrated model: highly critical to users Operational excellence, product development, innovation and focus on the client: long-term drivers of value Solid financial profile and commitment to returning cash to shareholders PUBLIC INFORMATION 6 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Diversified Business Model Diversity of products and services and exposure to different market dynamics Revenue breakdown Main services Drivers and dynamics (2020) Equity Perspectives for the economy Listing Interest rate and FX volatility Trading, clearing (CCP²), settlement Interest rate level (SSS³) and depository (CSD4) Number of issuers and investors LISTED Securities lending Risk appetite Investors sophistication FICC Credit outstanding R$9.3 bn Trading, clearing (CCP), settlement International transactions (capital raising and trade) (SSS) Credit growth Trade repository (with or without CCP) OTC Volatility Central depository (CSD) and custody Interest rate level Listed – equity Liens registration and controls Vehicle sales Listed – FICC¹ INFRASTRUCTURE Repository and transmission of Credit penetration OTC FOR FINANCING information on loans Process eletronification Infrastructure for financing Technology, data and services TECHNOLOGY, Platforms, connections, access and IT Number of clients and services DATA AND services (all segments) Market sophistication SERVICES Data and analytics (all segments) Demand for new data and analytics solutions ¹ FICC – Fixed Income, Currency and Commodities. ²CCP – Central Counterparty. ³ SSS – Securities Settlement System. 4 CSD – Central Securities Depository, 7 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Listed Market – Equity Exposure to the economic cycle, interest rate and sophistication and risk appetite of investors Revenue breakdown Cash equity and derivatives on single stocks (2020) ADTV (R$ bn) Investors participation (2020) Main price dynamics ▪ Basis points (bps) ▪ Discounts by volume (day traders and total value traded) Stock indices futures ADV¹ (thousand) Investors participation (2020) Main price dynamics ▪ R$ per contract (RPC) ▪ Discounts by volume Cash– trading Cash – post-trading Listing, depository and securities lending Derivatives – trading and post-trading Issuers (end of period) Investors (end of period; thousand) Sec. Lending (average open positions; R$ bn) Equity CSD Securities lending Listing and solutions for issuers Other segments ¹ As of 2016 the Mini contracts volumes were weighted in its respective standard contracts. 8 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Listed Market – FICC (Interest Rates, FX and Commodities) Exposure to volatility, market sophistication and risk appetite of investors Revenue breakdown Interest rates in BRL (2020) ADV (thousand) Investors participation (2020) Main price dynamics ▪ R$ per contract (RPC) ▪ Price differentiation according to the contracts’ maturity ▪ Discounts by volume Interest rates in USD ADV (thousand) Investors participation (2020) Main price dynamics ▪ US$ per contract (RPC) ▪ Price differentiation according to the contracts’ maturity ▪ Discounts by volume Derivatives - Interest rates in BRL Derivatives - Interest rates in USD FX rates Derivatives - FX rates Investors participation (2020) Main price dynamics ADV¹ (thousand) Derivatives - Commodities ▪ US$ per contract (RPC) FX spot ▪ Discounts by volume Other segments ¹ As of 2016 the Mini contracts volumes were weighted in its respective standard contracts. 9 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
OTC Market Exposure to the local debt market development and market sophistication Revenue breakdown Fixed income instruments and other (2020) Bank funding (average stock; R$ bn) Corporate bonds (average stock; R$ bn) Main price dynamics ▪ Basis points (bps) on the initial registration (bank funding instruments) ▪ Basis points (bps) on the outstanding volume ▪ Incentive programs for brokers (Treasury Direct) ▪ Discounts by volume Treasury Direct (average stock; R$ bn) Investment funds quota (average stock; R$ bn) Fixed income instruments Derivatives OTC derivatives Other Derivatives (average stock; R$ bn) Structured Notes (average stock; R$ bn) Main price dynamics Other segments ▪ Basis points (bps) on the initial registration and outstanding volume ▪ R$ per transaction ▪ Cap according to the size of the transaction ▪ Discounts by volume PUBLIC INFORMATION 10 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Infrastructure for Financing Exposure to credit and economy growth Revenue breakdown National Liens System- SNG (2020) Number of vehicles sold (MM) Number of vehicles financed (MM) Price dynamics ▪ R$ per lien ▪ Discounts by volume ▪ Revenue-linked expenses Contracts Systems Contracts added (MM) Market-share - B3 Price dynamics ▪ R$ per contract transmitted ▪ Discounts by volume ▪ Revenue-linked expenses Liens - SNG Contracts Sytems Real estate platform Real estate Sytems Contracts platform Other ▪ Assessment of collaterals (integration between financial institutions and appraisers) Other segments ▪ Connection to notary offices (registration collaterals – real estate) ▪ Connection to the regulator (compliance with regulatory obligations) PUBLIC INFORMATION 11 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Technology, data and services Business diversification – data, analytics and other services for financial markets Revenue breakdown Technology and access (2020) Average number of clients¹ (thousand) # electronic cash transfers (thousand) Other services ▪ Sinacor: mid and back office system for brokerage houses ▪ Trading screens for buy side and sell side ▪ Server Hosting (co-location) Data and analytics ▪ Real time market data – listed market ▪ Analytics for listed and OTC markets and for the infrastructure for financing segment ▪ Historical data dashboards for different segments ▪ Index licensing ▪ B3 Plug ▪ iMercado Technology and access Data and Analytics Bank B3 Bank B3 ▪ Settlement bank Other ▪ Back-office services for investment funds Other segments ▪ Custody and representation for non-resident investors ▪ Depositary institution of BDRs - Brazilian Depositary Receipts ¹ Only those participants who pay monthly utilization fees in the OTC market. 12 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Growth Drivers – Equity and Debt Capital Markets Activity The capital market’s relevance shall continue to grow Capital raised in the Brazilian market BNDES disbursements (R$ bn) (R$ bn) Outstanding banking credit for corporates (R$ tn) Source: BACEN Source: Anbima PUBLIC INFORMATION 13 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Investors’ risk appetite has been growing as the interest rate falls Attractiveness of Fixed Income has been decreasing... ... leading investors to diversify and leave fixed income Real Interest Rate (10-Year NTN-B) x CDI Fund-raising by Assets category (% per year) (2016 – 2020) – in R$ billion 2016 2017 2018 2019 2020 Total: R$124 bn R$260 bn R$94 bn R$231 bn R$157 bn Fixed Income Non-Fixed Income INFORMAÇÃO PÚBLICA (*Generic 10 years Bond rate - Bloomberg) Non-Fixed Income includes Equities + Multimarket Funds + Pension Funds + FX + ETFs + FIDC + 14 FIP INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
As a consequence, the volume allocated in equities has been gaining greater relevance within the AuM of the funds AuM of the Funds (2016 – 2020) (R$ billion) CAGR Cash Equities and Equities 11% Instruments • Equity (15%) 27% • Options (14%) • Others (10%) Fixed Income (9%) • Committed Operations – Covered by (8%) Public Federal Bonds • Committed Operations – Covered by State and Municipal Bonds (85%) 9% • Public Federal Bonds (86%) (91%) (90%) • CDB/RDB (Bank Certificate Deposits) (92%) • Promissory Notes/Debentures • Credit Rights/DPGE • CCB/CCCB (Bank Loans) • Real Estate Instruments/Letras Financeiras • Foreign Invest. and Others Fixed Dec/16 Dec/17 Dec/18 Dec/19 Dec/20 Income Source: ANBIMA 15 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Growth Drivers– Investors Allocation Interest rate decline - demand for diversification and greater risk exposure Institutional investors Individuals Investment funds (End of period; R$ bn) Number of Investors (End of period; thousand) Pension funds (End of period; R$ bn) Investment Allocation (End of period; R$ bn) Sources: Anbima, ABRAPP and B3 16 PUBLIC INFORMATION *Updated as of 10/2020 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
International Indexes – Capital Markets Comparison with other exchanges indicates that there is still room for growth Exchanges Turnover- 9M21 B3 Market Cap / GDP (2020) Brazil 1 Data until Aug/21. 2 2019 numbers. INFORMAÇÃO PÚBLICA 17 Sources: The World Federation of Exchanges, World Bank INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Brasil, Bolsa, Balcão Agenda B3: Where we come from and highlights Complete multi-asset and vertically integrated model: highly critical to users Operational excellence, product development, innovation and focus on the client: long-term drivers of value Solid financial profile and commitment to returning cash to shareholders PUBLIC INFORMATION 18 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
IT Infrastructure investments Ensuring the smooth functioning of markets Main infrastructure projects deployed R$2.5 billion invested in the last 7 years over recent years (2013-2020) Operational excellence and high-quality ✓ PUMA Trading System: low-latency and high-capacity multi- services are important competitive asset and multi-market trading platform ✓ B3 Clearinghouse: single infrastructure and risk / margin model advantages for derivatives (listed and OTC) and equities ✓ New Data Center: scale to comprise own structure and client’s (co-location) ✓ Relocation and consolidation of Data Centers ✓ Upgrades on IT infrastructure Combined investment ✓ Registration platform for the Real Estate market (R$ millions; Combined information) ✓ Registration platform for Insurance products ✓ Upgrades on trading infrastructure - PUMA (DR site) ✓ Market Data ✓ Securities Lending Electronic Trading Screen ✓ Automatic Exercising of options for equities and ETFs ✓ RLP – Retail Liquidity Provider (2021 Budget) ✓ Renovation of corporate facilities ✓ Receivables Platform ✓ Clearing for Instant Payments service (PIX) ✓ Technological Updates PUBLIC INFORMATION 19 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Products Development Portfolio expansion; roadmap of developments aligned with clients Segments Drivers Examples New Tariffs for the Listed Equity Market (intermediary model) ✓ Enhancements to existing products • Lower prices for local and foreign investors ✓ New execution functionalities • New progressive table of discounts in custody LISTED ✓ Risk management and operational efficiency • Exemption of monthly fixed depository maintenance fee for local investors RLP expansion studies for equities ✓ Regulatory-driven adjustments Improvements in the automatic exercise of options Duplicate registration ✓ Risk management and operational efficiency Registration of credit card receivables OTC ✓ Regulatory-driven adjustments CPR registration ✓ Services in the vehicles financing value chain Enhancements to the Real Estate platform INFRASTRUCTURE FOR ✓ Real estate platform Real Estate Receivables Chambers FINANCING ✓ Adding more value to data KYC services (surveillance) TECHNOLOGY, DATA ✓ New analytic solutions AML services (Anti-Money Laundering) AND SERVICES PUBLIC INFORMATION 20 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Brasil, Bolsa, Balcão Agenda B3: Where we come from and highlights Complete multi-asset and vertically integrated model: highly critical to users Operational excellence, product development, innovation and focus on the client: long-term drivers of value Solid financial profile and commitment to returning cash to shareholders PUBLIC INFORMATION 21 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Financial robustness Summary of income statement¹ Net revenues Adj. expenses² Adj. EBITDA³ Recurr. net income (R$ MM; % of change) (R$ MM; % of change) (R$ MM; % of change) (R$ MM; % of change) +261.2% +412.0% +86.4% +79.8% Revenue growth, Expenses growth Strong potential Return of major despite macro crisis below inflation for cash part of earnings in Brazil generation to shareholders PUBLIC INFORMATION ¹ Combined managerial information. ² Adjusted to (i) depreciation and amortization; (ii) long-term stock-based compensation (principal + payroll taxes); (iii) integration-related expenses; (iv) 22 revenue-linked expenses; and (iv) provisions. ³ Adjusted to: (i) integration-related expenses (ii) non-recurring provisions and (iii) other non-recurring items. INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Focus on expense control Historical adjusted expenses¹ 2020 adjusted expenses breakdown (Combined information; R$ MM) (Combined information) PUBLIC INFORMATION ¹Expenses adjusted to: (i) depreciation and amortization; (ii) long-term stock-based compensation (principal + payroll taxes); (iii) expenses connected to the business combination with Cetip; 23 (iv) revenue-linked expenses; and (v) provisions (Source: IBGE).INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Appendix APPENDIX PUBLIC INFORMATION 24 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Management & Board of Directors Board of Directors Current BD composition Antonio Quintella (Chairperson) Board of Directors Former CEO of Credit Suisse Brasil and Americas; founder of Canvas Asset Management Florian Bartunek (Vice-Chairperson) Partner and CIO at Constellation Asset Management Audit committee Ana Carla Abrão Costa1 Partner and Market Leader Latin America for Oliver Wyman Consulting Claudia Farkouh Prado Senior Member of the Board of Directors of Baker McKenzie Global Law Firm Corporate governance and Nomination committee Cristina Anne Betts Financial Vice-President at Iguatemi Empresa de Shopping Centers S.A. Product & pricing committee Eduardo Mazzilli de Vassimon Member of the Board of Votorantim and Totvs Personnel and Compensation committee Guilherme Affonso Ferreira Founder and Partner of MOS Capital Alberto Monteiro de Queiroz Netto Executive Vice-President of the Wealth Management segment of Banco Santander Brasil Risk and financial committee João Nazareth Menin Teixeira De Souza Independent members CEO of Banco Inter Maurício Machado de Minas Member of the Board Banco Bradesco and IBM corporation Linked to Pedro Paulo Giubbina Lorenzini market participant Executive Officer of Banco Itaú S.A. and a member of the Executive Committee of Itau-Unibanco 1 Ms. Ana Carla Abrão Costa requested temporary absence from the Board of Directors. PUBLIC INFORMATION 25 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Management & Board of Directors Statutory Board Chief Executive Officer GILSON FINKELSZTAIN Chief Chief Chief Financial Chief Product Chief Chief Operating Operating Officer and Client Information Financing Officer – Officer – Officer Officer Infrastructure Executive Executive Executive Electronic Issuers, Unit Officer Director of Director of Director of Trading and Depositary People, Governance and Products CCP and OTC Marketing, Integrated Communication Management MARIO VIVIANE DANIEL JUCA RODRIGO MARCOS and Sustainability PALHARES BASSO SONDER ANDRADE NARDONI FERREIRA ANA EDUARDO LUIS SERGIO BUCHAIM FARIAS KONDIC PUBLIC INFORMATION 26 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Corporate governance and ownership structure Broadly-held Corporation with solid corporate governance structure Sound corporate governance practices Listed at Novo Mercado (voting shares only and other shareholders’ rights, transparency, etc.) Board of Directors: • Majority independent, including the chairman (regulatory requirement) • Other Board members are linked to market participants (not connected to controlling group or management) • Board of Directors and its Committees have clearly-defined activities Management compensation aligned with Company’s performance and strategic objectives, as well as with shareholders’ long-term interests Solid risk management and internal control structures and policies PUBLIC INFORMATION 27 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3’s Clearinghouses Safeguard Structures Robustness that assures market integrity B3 S.A – Brasil, Bolsa, Balcao Clearing Risk Metrics Clearinghouses B3 (derivatives and equities) # of clearing members (CM) 69 Margins Total margins deposited (R$ bn) 452 Confidence level (%) 99.96% Futures contracts 2-10 days; listed options 5 days; OTC derivatives 10 days; cash equity, At risk / close-out period forwards and securities lending 2-10 days Cash BRL, Brazilian government bonds, gold, stocks and publicly traded share (unit) Type of collateral eligeble for margins certificates traded on B3, Brazilian deposit receipts (BDR) , banks LC and CD, bank letter of guarantee, ETF, shares in selected funds1 Margining system CORE - CloseOut Risk Evaluation Calculates margin at the investor level (individuals who hold positions directly or funds). The Margin calculation level clearing member's house position is deemed as an additional single client portfolio ¹ Non-resident principals are also allowed to deposit as collateral: US dollar, ADR, US Treasury securities and German Treasury securities. For non-resident principals PUBLIC INFORMATION under Resolution 2,687, the only assets eligible for collateral are US dollars and US Treasury securities. 28 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3’s Clearinghouses Safeguard Structures (Cont’d) Robustness that assures market integrity B3 S.A – Brasil, Bolsa, Balcao Clearing Risk Metrics Clearinghouses B3 (derivatives and equities) Clearing funds (CF) The Clearing Fund, which is part of the safeguard structure, is composed by variable contributions made by clearing members, (proportional to risk exposure) and fixed General approach for calibrating the size of the contribution made by B3. The BM&FBOVESPA Board conducts credit stress tests to assess guaranty funds the level of protection of the safeguards structure, which should be at least sufficient to cover the 2 largest exposures. 1) defaulting customer guarantees: linked to the defaulting broker and MC; (2) defaults from the defaulting customer linked to other brokers and / or other MCs, upon their authorization; (3) guarantees from the defaulting broker linked to the defaulting MC, including the minimum non-operating guarantee; (4) guarantees from the defaulting MC; (5) defaulting MC's Waterfall order contribution to the settlement fund; (6) B3's contribution to the settlement fund; (7) contribution from other defaulting MCs to the settlement fund; and (8) B3 housing exclusively dedicated to the chamber. The total amount of contributions made by the participant for reconstitution of the fund in any period of 20 working days is limited to 3 times the amount of the individual contribution requested by the participant. If the contributions of the defaulting participants are used, the Default fund replenishment following a default contributions made to replenish them may not be used to cover losses arising from or prior to the default in question. Default experience None PUBLIC INFORMATION B3 also owns and manages the Clearing House whose required guarantees represents only 0.13% of the total guarantees required by the BM&FBOVESPA Clearinghouse. 29 As Of August, 2019 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Goodwill from the business combination of BM&F and Bovespa Status of the ongoing discussions Administrative level Judiciary Notional amount under CARF CARF Tax year DRJ (three levels) (notices received) discussion (IRS appeal - lower (IRS appeal - higher (R$ bn – includes fines and interest) (local IRS) chamber) chamber) 2008-2009 10/21/2011 05/09/2014 04/05/2017 05/18/2020 R$1.3 billion (1st instance) (11/29/2010) (partial impugnation) (3x3 votes) (4x4 votes) (Unfavorable Decision)* 2010-2011 04/27/2016 06/21/2017 09/11/2019 R$2.7 billion (partial impugnation) (5x3 votes) (04/02/2015) (5x5 votes) 2012-2013 08/03/2018 10/16/2019 R$3.5 billion (partial impugnation) (7x1 votes) (09/21/2017) 2014-2016 R$4.4 billion (10/18/2019) 2017 R$204.3 million (10/26/2021) *note: 05/18/2020 – Material Fact - https://apicatalog.mziq.com/filemanager/v2/d/5fd7b7d8-54a1-472d-8426-eb896ad8a3c4/4856ebae-dfe5-3ab4-d001-b1a2cb2df734?origin=2 30 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – Marka and Fontecindam Administrative Improbity and Citizen Lawsuits Summary of discussions Procedural Information Judiciary Levels Compliance Updated Amounts (Jun-21) 1st Federal 1st Region - Superior Court of with the Justice (STJ) and judgement Lawsuits Instance – Regional Supreme Federal Material Damages Fine Distrito Federal Federal Court Court (STF) Marka Improbity 03/2012 – 07/2017 – 11/2020 – Appeal Action R$9.3 bn R$9.3 bn Unfavorable Favorable Decision received. Waiting (01/14/1999) Decision (4x1) for judgment. Marka Class 03/2012 – 07/2017 – 11/2020 – Appeal Action Favorable Decision R$1.6 bn R$ - Unfavorable received. Waiting (01/14/1999 and Decision Will only occur in a (4x1) for judgment. 01/19/1999) case of an unfavorable decision from the Fontecindam 03/2012 – 07/2017 – Higher Courts. Improbity Action Favorable Decision Waiting to receive the R$5.4 bn R$5.4 bn Unfavorable appeal. (01/14/1999) Decision (4x1) Fontecindam 07/2017 – Class Action 03/2012 – Dismissal Favorable Decision Waiting to receive the R$ - R$ - without prejudice appeal. (01/14/1999) (4x1) Total R$16.4 bn R$14.8 bn INFORMAÇÃO PÚBLICA 31 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
OPERATING PERFORMANCE 32 32 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Listed – Equities ADTV1 Stock indices futures – ADV and RPC Average annual market cap and Turnover Velocity2 Investor Participation in volumes¹ PUBLIC INFORMATION ¹ Includes: cash and derivatives (options and forward) on equities. 2 Ratio of cash equities trading volume in the period to the average overall market capitalization in the same period. 33 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Listed – FICC Average Daily Traded Volume – ADV Revenue Per Contract – RPC (Thousand of contracts) (BRL) Investor Participation in volumes1 Open Interest of derivatives contracts2 ¹ Considers mini-contracts 2As of 2016 it does not consider OTC volume and starting from Jan/17, Mini contracts were weighted in its respective standard contracts: Equities, FX 34 PUBLIC INFORMATION and Commodities. INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
OTC Fixed Income – Volume Derivatives – Volume (BRL trillion) (BRL trillion) Others – Volume Treasury Direct (BRL trillion) PUBLIC INFORMATION 35 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Infrastructure for Financing and Technology, Data and Services Infrastructure for Financing 0.0% 5.0% 56.6% 68.2% 65.4% 59.7% 66.5% 70.8% 73.6% 71,4% 62.7% 58.8% 57.6% 52.1% Contracts System’s market-share Technology, Data and Services Number of cash transfers (TED) processed (thousand) Average number of participants in OTC Market (thousand) PUBLIC INFORMATION 36 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – New pricing policies for the cash equities market (1/3) Intermediate tariffs were be implemented in February-21, while new policies announced in January-20 will have a schedule defined with the market (1/2) Trading ATÉmodel Previous JAN/21 until Jan/21 A PARTIRModel Intermediate – from Feb/21 DE FEV/21 Final Model (implementation to be defined) Previous Rates (bps) Intermediate Rates (bps) Announced Rates (bps) Local Local All of the investors Other Other Institucionals Institucionals investors investors Investors Investors Trading 0.60 Trading 0.50 0.50 Trading 0.50 0.50 CCP 2.14 Post- Trading Post-Trading TTA* 0.26 2.00 2.75 1.80 2.50 (CCP and CSD) (CCP and CSD) Total 3.00 Total 2.50 3.25 Total 2.30 3.00 Changes: Changes: ▪ Lower Rates for local funds ▪ Fixed table based on how much ▪ Equalized tariffs for all investors, with ▪ Progressive discount for all investors based customers were paying + discounts; end of progressive discount per customer based on the total Market ADTV in the previous the progressive discount based on the on each investor’s ADTV month total Market ADTV in the previous month ▪ Segmentation in clearing (CCP) and ▪ Unified post-trading tariffs ▪ Unified post-trading tariffs remains Depositary (TTA) rates* ▪ New table of additional discounts for day ▪ New fee for the process of withdrawing trade operations assets from the depository: 0.67% of the withdrawn asset’s value ▪ Introduction of charging for the processing of financial earnings ▪ Incentive program for large day traders * PUBLIC Not validINFORMATION to day trade 37 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – New pricing policies for the cash equities market (2/3) Intermediate tariffs were be implemented in February-21, while new policies announced in January-20 will have a schedule defined with the market (2/2) Custody Previous ATÉ model JAN/21until Jan/21 Intermediate Model A PARTIR DE – from Feb/21 FEV/21 Final Model (implementation to be defined) Previous Rates Intermediate Rates Announced Rates Up to R$9.28/month Exempt for Custody account Zero for residents residents maintenance fee Custody account Custody account maintenance fee Progressive table maintenance fee R$115.83/month R$115.83/month for Value in custody fee (same as non-residents for non-residents intermediate policy) Progressive table New progressive 0.12% of payout (residents) table (residents) Fee for processing Value in custody fee Value in custody fee financial earnings (cap of Exempt (non Exempt (non R$5.000/payout) residents) residents) Fee for processing Fee for processing Zero Zero financial earnings financial earnings ▪ End of monthly custody account maintenance fee ▪ Account maintenance fee in custody for ▪ Fee on the amount in custody charged locals and foreigners from a new progressive table, with ▪ Tariff on the amount in custody charged exemption for investments of up to from a new progressive table, with R$20 thousand ▪ Fee on the value in custody charged from a exemption for investments of up to progressive table, with exemption for ▪ Beginning of the charging of fees on the R$20 thousand processing of earnings, with a cap of individuals with investments up to R$300 thousand and foreign investors R$5,000 and exemption for applications of up to R$20,000 *Resident or non-resident investors with an account without movement or position for more than 60 months start to pay R$7.63 from 61st month 38 PUBLIC INFORMATION INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
B3 – New pricing policies for the cash equities market (3/3) Intermediate tariffs were be implemented in February-21, while new policies announced in January-20 will have a schedule defined with the market Progressive table of trading and CCP tariffs (Non-day Trade) Reduction table for day trade operations Monthly ADTV(R$) Trading CCP TTA Total *The value of the TTA will be From To tariff tariff (year 1)* From To determined for each year, based on the global ADTV of non-day trade 0.01 100,000,00 0.600 2.140 3.00 operations of the previous year: Final Model (implementation to be defined) 100,000.01 200,000,00 0.583 2.077 3.00 2.96 200,000.01 1,000,000,00 0.567 2.023 2.96 2.87 Global ADTV TTA 1,000,000.01 20,000,000,00 0.534 1.906 2.87 2.71 (R$ Bn) (bps) 20,000,000.01 150,000,000,00 0.468 1.672 2.71 2.44 From To 150,000,000.01 600,000,000,00 0.403 1.437 0.26 2.44 2.19 0 12 0.260 600,000,000.01 1,000,000,000,00 0.359 1.281 2.19 2.07 12 16 0.225 1,000,000,000.01 2,000,000,000,00 0.337 1.203 2.07 1.94 16 20 0.190 2,000,000,000.01 3,000,000,000,00 0.294 1.046 1.94 1.82 20 24 0.170 Trading 3,000,000,000.01 4,000,000,000,00 0.261 0.929 1.82 1.73 24 28 0.140 Acima de 4,000,000,000.00 0.217 0.773 1.73 - Over 28 0.135 Table of Incentive Program for Large Day Traders Custody ▪ To participate in the program, the investor must formally request B3 to be included, via the Intermediate Model – from Feb/21 customer service system Progressive Rate on Custody Value ▪ The investor’s approval and maintenance in the program is subject to compliance with minimum requirements: ▪ Mantain na ADTV of at least R$100 million ▪ At least 90% in day trade operations ▪ If the investor fails to comply with the minimum ADTV requirement while enrolled in the Program, he will not have access to the differentiated table PUBLIC INFORMATION 39 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
3Q21 EARNINGS PRESENTATION November 11, 2021 40 INFORMAÇÃO INFORMAÇÃO PÚBLICA INTERNA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Forward looking statements This presentation may contain certain statements that express the management’s expectations, beliefs and assumptions about future events or results. Such statements are not historical fact, being based on currently available competitive, financial and economic data, and on current projections about the industries B3 operates in. The verbs “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “predict,” “project,” “target” and other similar verbs are intended to identify these forward-looking statements, which involve risks and uncertainties that could cause actual results to differ materially from those projected in this presentation and do not guarantee any future B3 performance. The factors that might affect performance include, but are not limited to: (i) market acceptance of B3 services; (ii) volatility related to (a) the Brazilian economy and securities markets and (b) the highly-competitive industries in which B3 operates; (iii) changes in (a) domestic and foreign legislation and taxation and (b) government policies related to the financial and securities markets; (iv) increasing competition from new entrants to the Brazilian markets; (v) ability to keep up with rapid changes in technological environment, including the implementation of enhanced functionality demanded by B3 customers; (vi) ability to maintain an ongoing process for introducing competitive new products and services, while maintaining the competitiveness of existing ones; (vii) ability to attract new customers in domestic and foreign jurisdictions; (viii) ability to expand the offer of B3 products in foreign jurisdictions. All forward-looking statements in this presentation are based on information and data available as of the date they were made, B3 undertakes no obligation to update them in light of new information or future development. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities where such offer or sale would be unlawful prior to registration or qualification under the securities law. No offering shall be made except by means of a prospectus meeting the requirements of the Brazilian Securities Commission CVM Instruction 400 of 2003, as amended. 41 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Highlights M&A ▪ Announced the acquisition of 100% of Neoway*, a technology company specialized in big data analytics and artificial intelligence. The closing of the deal is subject to approval by the CADE (Anti-trust Commission), CVM (Brazilian Securities Commission), and the Extraordinary General Meeting (to be held on December 09, according to the Call Notice) ▪ Approval from CADE and CVM, concluding the investment of R$600 million in Dimensa, in which it now holds a 37.5% interest, while TOTVS holds a 62.5% interest. ▪ Investment of US$10 million in Pismo Holdings in October, a fintech that offers a platform for processing financial services in the cloud Capital Structure ▪ Issuance of a sustainability-linked bond in the amount of US$700 million, diversifying the Company’s sources of financing and providing in advance the funds required for payments scheduled for 2022 Regulatory ▪ Approval of the Brazilian Corporation Law amendment, that authorizes the adoption of the “super vote”, which makes it possible to create new classes of shares with rights to multiple votes in companies that intend to go public *Click here to access the presentation from Oct-21 regarding the acquisition 42 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Highlights – Operational Performance 3Q21 3Q21 / 3Q20 Listed – Equities ADTV (R$ millions) 31,532.1 +9.6% Equities Average Fee (bps) 3.493 -0.499 bps ADV (thousands of contracts) 4,249.1 +59.8% Stock Indices Average RPC (R$) 0.877 -11.7% ADV (thousands of contracts) 4,636.6 +16.3% Listed – Derivatives Average RPC (R$) 1.970 -8.0% OTC New issues (R$ bn) 3,568.6 +2.9% Fixed Income Outstanding volume (R$ bn) 3,793.7 +9.9% New transactions (R$ bn) 2,528.1 +4.9% Derivatives Outstanding volume (R$ bn) 5,236.4 +26.6% 43 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Highlights – Financial Performance R$ million 3Q21 3Q21 / 3Q20 Total Revenues 2,513.2 -0.9% Listed 1,751.5 +4.1% OTC 292.4 +11.3% Infrastructure for financing 123.6 +10.8% Technology, data and services 345.4 +18.9% Others1 0,3 -99.8% Net Revenues 2,254.7 -1.5% Adjusted expenses2 (343.3) +21.0% Recurring EBITDA2 1,820.2 +9.3% Recurring EBITDA margin2 80.7% +149 bps Financial result3 20.5 - Recurring net income2 1,291.6 +13.0% 1 Revenues from non-recurring reversal of provisions. 2 See reconciliation on 44 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION slide 16/17. 3Negative result in 3Q20.
RESULTS 3Q21 Performance by segment LISTED – EQUITIES (1/2) 3Q21 (R$ million) Δ 3Q20 Δ 2Q21 46% of total revenues 1,166 +4% -4% Highlights 3Q21 / 3Q20: ▪ 9.6% increase in cash equities ADTV stock indices future contracts ADV up by 59.8% ▪ In the cash equities market, the increase reflects the higher average market capitalization, influenced by the IPOs from the last 12 months and recovery in the value of shares listed ▪ Revenues from cash equities market and depository affected by the intermediary pricing policy implemented in Feb/21, consistent with B3’s strategy to share its operating leverage gains Cash equities post-trading Cash equities trading Equity derivatives (trd. and post-trd.) Depository Securities lending Listing and services for issuers 45 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Performance by segment LISTED – EQUITIES (2/2) Equities Depository Breakdown Avg Balance (R$ billion) Highlights 3Q21 / 3Q20: ▪ 35% growth of the average balance in the equities’ depository (from R$2.5 to R$3.4 trillion), influenced by the IPOs carried out in the last 12 months, as well as by the recovery in the value of shares listed in the segment Investors’ Share of Cash Equities ADTV – 3Q21 Local Institutional ▪ Increase in the % share of local institutional Others Individuals Investors Foreign Investors investors 46 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Performance by segment LISTED - FICC 3Q21 (R$ million) Δ 3Q20 Δ 2Q21 23% of total revenues 586 +4% -1% Highlights 3Q21 / 3Q20: ▪ 16.3% growth in total ADV, reflecting increase in volumes traded in all products ▪ Total average RPC decreased by 8.0%: i) 3.1% depreciation of US$ against BRL, which decreased the RPC of FX and Interest Rate in US$ derivatives ii) greater concentration of day trade on future contracts of Interest Rate in BRL trading, resulting in lower RPC for this product Interest rate in BRL Interest rate in US$ Spot FX and FX derivatives derivatives derivatives commodities 47 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Performance by segment OTC (R$ milhões) 3Q21 (R$ million) Δ 3Q20 Δ 2Q21 12% of total revenues 292 +11% +4% Highlights 3Q21 Desempenho 1T20): +38,2% / 3Q20: (vs. Fixed income instruments ▪ 12.1% increase in this revenue: i) growth of issuances and stock of bank funding instruments ii) greater corporate debt outstanding balance iii) increase in the revenues of Tesouro Direto Derivatives and structured transactions ▪ 10.5% increase in this revenue: higher issuances volume and higher average financial volume in the derivatives and structured operations stock Fixed Income Derivatives Others 48 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Performance by segment INFRASTRUCTURE FOR FINANCING (R$ milhões) 3Q21 (R$ million) Δ 3Q20 Δ 2Q21 5% of total revenues 124 +11% +6% Highlights 3Q21 / 3Q20: National Liens System (SNG) ▪ Number of vehicles sold grew 7.9% in 3Q21, reflecting the recovery of this market from the pandemic impacts ▪ Number of additions to the National Liens System (SNG) increased by 2.4%, despite the less favorable macroeconomic environment for financing Contracts System ▪ Decrease in the number of transactions by 13.8%: in Feb/21, Integra+ was replaced by SEND – Sistema de Envio de Dados, a new product that changes our contract data availability model, adapting to Contran Contracts System (loans) SNG (liens) Others resolution 807 Revenue-linked expenses¹ Contracts System (loans) SNG (liens) and others ¹ Considers only the revenue-linked expenses related to the Infrastructure 49 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION for financing segment.
RESULTS 3Q21 Performance by segment TECHNOLOGY, DATA AND SERVICES (R$ milhões) 3Q21 (R$ million) Δ 3Q20 Δ 2Q21 14% of total revenues 345 +19% +1% Highlights 3Q21 / 3Q20: ▪ 15.5% increase in Technology and Access revenue: increase in customers accessing OTC platforms, and annual adjustment of prices according to inflation (IPCA) ▪ Average number of customers of Monthly Utilization from the OTC segment increased by 15.9%, due to the fund industry’s growth in Brazil ▪ 21.2% growth in Data and Analytics revenue, explained by the Market Data revenues growth Technology and access Bank Others Data and analytics 50 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Adjusted expenses1 (R$ million) Adjusted Data processing Third-party Others³ personnel² (+44.8%): services (+18.8%): (-0.5%) (+16.1%): annual intensification of higher spending correction of projects to increase on consulting capacity wages and hiring 28.2 28.4 3.1 (0.1) 343.3 283.8 21.0% (in R$ million and % of Adjusted Data Third-party Others total adjusted expenses) personnel processing services 3Q21 203.4 (59.2%) 91.7 (26.7%) 19.8 (5.8%) 28.5 (8.3%) 3Q20 175.2 (61.7%) 63.3 (22.3%) 16.6 (5.9%) 28.7 (10.1%) ¹ Adjusted to exclude (i) depreciation and amortization; (ii) long-term stock-based compensation (principal + payroll taxes); (iii) integration-related expenses; (iv) provisions and (v) revenue-linked expenses; and (v) non-recurring expenses with Contract Termination as disclosed through Notice to the Market on April 29th, 2021. ² Excludes the long-term stock-based compensation (principal + payroll taxes). 3 Includes expenses with communication, maintenance, taxes, board and committee members compensation and others. 51 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Financial highlights Cash and Financial Investments Financial Leverage and Debt Schedule (R$ million) Debt Amortization Schedule (R$ billion) 9,793 1,214 8,578 26,764 16,971 3Q21 8,630 1,321 7,310 21,379 12,749 2Q21 5,545 948 4,597 16,373 10,828 3Q20 Indebtedness includes: Third-party Total Restricted and unrestricted - Cetip Lux Loans of US$ 100 million and US$ 50 million: maturity in Aug/22 and Sep/23 Market participants’ cash colateral and others 1 - Debenture of R$ 1.20 billion: maturity in May/22 B3 Bank 2 - Bank loans of R$1.25 billion: maturity in July/23 B3’s cash position 3 - Debenture of R$3.55 billion: maturity in Aug/22, Aug/23 and Aug/24 - Debenture / CRI of R$205 million: maturity in Dec/28, Dec/29 and Dec/30 Third-party cash of R$8.6 billion is not considered as B3’s own cash, but - Debenture of R$3.0 billion in two series: maturity in May/24, May25 and May/26 the Company earns interest on most of this cash balance - Bond of US$700 million: maturity in Sep/314 A R$600 million investment was made in Dimensa on October 1st Gross indebtedness at the end of September was 1.9x recurring LTM EBITDA 1 Includes earnings and rights on securities in custody. 2 Primarily composed of B3 Bank clients’ deposits. 3 Does not include investments in Bolsa de Comercio de Santiago, Bolsa de Valores de Colômbia, Bolsa de Valores de Lima and B3 Inova. 4 Bond has hedge accounting – see note 9 of Financial Statement. 52 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Financial highlights Cash Generation – 9M21 Cash Destination – 9M21 (R$ million) (R$ million) 9M21 9M20 14,753 (284) 11,223 Adj. net cash from operating activities¹ 8,202 5,723 (2,718) (528) Net cash from investment 101 1,079 activities² Net cash from financing activities 6,451 1,247 before distributions³ Cash generation (before distributions, capex and 14,753 8,049 9M21 Cash Capex Distributions Share buyback Cash Generation related to the related to the generated acquisitions) fiscal year 2021 fiscal year 2021 and retained in the period ¹ Cash flow from operating activities, adjusted by the variation of financial investments and third-parties collateral. ² Cash flow from investment activities other than capex and acquisitions. ³ Cash flow from interest and amortization paid and debt issued in the period. 53 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
Appendix INFORMAÇÃO PÚBLICA 54 INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION 54
RESULTS 3Q21 Financial Statements Adjusted expenses reconciliation 3Q21/3Q20 3Q21/2Q21 (In R$ millions) 3Q21 3Q20 2Q21 (%) (%) Expenses (706.8) (648.5) 9.0% (749.3) -5.7% (+) Depreciation and amortization 272.3 264.3 3.0% 264.8 2.8% (+) Long term stock-based compensation 34.4 40.0 -14.1% 34.8 -1.2% (+) Provisions (recurring and non-recurring) (4.1) 4.1 - 13.9 - (+) Revenue-linked expenses 60.9 56.2 8.4% 63.1 -3.5% (+) Extraordinary expenses with contract termination - - - 48.4 - Adjusted expenses (343.3) (283.8) 21.0% (324.4) 5.8% EBITDA (In R$ millions) 3Q21/3Q20 3Q21/2Q21 3Q21 3Q20 2Q21 (%) (%) EBITDA 1,820.2 1,904.7 -4.4% 1,933.2 -5.8% (+) Recovery of non-recurring expenses - - - (112.3) - (+) Reversal of non-recurring provisions - (239.0) - (16.0) - (+) Extraordinary and non-recurring expenses with contract termination - - - 48.4 - Recurring EBITDA 1,820.2 1,665.7 9.3% 1,853.3 -1.8% Recurring EBITDA margin 80.7% 79.2% 149 bps 80.9% -22 bps 55 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
RESULTS 3Q21 Financial Statements Net income reconciliation 3Q21/3Q20 3Q21/2Q21 (in R$ millions) 3Q21 3Q20 2Q21 (%) (%) Net income (attributable to shareholders) 1,176.1 1,137.0 3.4% 1,193.3 -1.4% (+) Non-recurring provisions - (239.0) - (16.0) - (+) Non-recurring recovery of expenses - - - (150.2) - (+) Tax impacts from non-recurring items - 57.8 - 40.1 - (+) Extraordinary expenses with contract termination - - - 48.4 - (+) Amortization of intangibles (Cetip combination) 115.5 119.6 -3.5% 115.5 - (+) Provision for impairment - 67.7 - - - Recurring net income 1,291.6 1,143.2 13.0% 1,231.0 4.9% (+) Deferred Tax (goodwill from Cetip combination) 119.6 119.6 - 119.6 - Recurring net income adjusted by goodwill tax benefit 1,411.2 1,262.8 11.8% 1,350.7 4.5% Note: amortization of intangible amount net of taxes, calculated at a rate of 34% applied to the deductible portion. 56 INFORMAÇÃO PÚBLICA INFORMAÇÃO PÚBLICA – PUBLIC INFORMATION
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