This ain't a love song / Como yo nadie te ha amado

The breakdown of “Employee benefits expenses” is provided below:

At 31 December 2008, there were outstanding wage and salary payments amounting to €4,801 thousand (2007: €4,394 thousand), which were recognised under “Trade and other payables – Other payables” in the consolidated balance sheets (Note 14).

b) Number of employees

The average number of Group employees at year end, by professional category and gender, was as follows:

At 31 December 2008, Group headcount totalled 751 (2007: 737) including all employees of subgroup Infobolsa (Appendix I).

In compliance with additional provision twenty-six of Organic Law 3/2007, dated 22 March, re- garding effective gender equality, the breakdown of the Board of Directors of Bolsas y Mercados Españoles by gender is: 87% male and 13% female.

The average number of Group employees in each year, by category, was as follows:

c) Share-based payment schemes

2008-2010 Plan

Certain executive directors, senior managers and lower level managers of Bolsas y Mercados Españoles Group companies named as beneficiaries by the Company’s Appointments and Remuneration Committee, are beneficiaries of a medium term incentive plan (hereinafter the “Plan”) under which they are entitled to receive, subject to delivery of the specific targets set to this end in the Plan, a set amount of cash or, at the behest of the Company, shares of Bolsas y Mercados Españoles (hereinafter, the “Incentive”).

By virtue of the powers delegated in it at the Annual General Meeting, the Appointments and Remunera- tion Committee, at its meeting of 2 July 2008, resolved that the Plan be settled via the grant of shares. The Incentive to be granted to each beneficiary shall be the result of applying a set percentage, deter- mined as a function of the degree of compliance with the Plan targets, to the average annual variable Thousands of euros

2008 2007

Wages and salaries 47,804 45,197

Social security 7,551 7,227

Recognition of provisions for employee benefits (Note 13) 353 468

Share-based payment schemes (Note 2-m and 16) 773 -

Termination benefits 350 1,873

Other personnel expenses 3,834 3,387

60,665 58,152

Number of employees

2008 2007

Male Female Male Female

Senior management 12 - 12 - Middle management 49 15 46 15 Specialist technicians 185 106 191 114 Auxiliary staff 189 137 196 128 Support staff 22 10 20 12 Total 457 268 465 269 Number of employees 2008 2007 Senior management 12 12 Middle management 64 61 Specialist technicians 291 305 Auxiliary staff 326 324 Support staff 32 32 Total 727 734

compensation received by each beneficiary in 2008, 2009 and 2010, adjusted by a multiplier. The num- ber of BME shares to be granted to each beneficiary shall be obtained by dividing the Incentive amount outlined above by the average BME share price at 31 December 2010 and for the fifteen (15) trading sessions immediately preceding and following that date, weighted by daily trading volumes.

The target benchmark determining the amount of the Incentive to be given is tied to the total sharehol- der return “TSR” on BME shares between the start and end date of the Plan, so long as the beneficiary continues to enjoy an employment or commercial relationship with BME or any of the participating Group companies at the end date, without prejudice to the special instances provided for in the general terms of the Plan.

The Plan start and end dates are 30 April 2008 and 31 December 2010, respectively.

Any incentive granted will be paid to beneficiaries, net of prevailing applicable personal income tax withholdings and any applicable social security contributions, in the first quarter of 2011, so long as any variable compensation to be paid to Plan beneficiaries for 2010 has already been determined on that date, as this will serve as a benchmark for calculating the final Incentive to be granted.

During 2008 BME acquired on the open market the maximum number of shares that may be granted under the Plan, specifically 337,333 shares, for a total of €7,661 thousand (Notes 2-m and 11-c), in order to cover any amounts granted to the Plan beneficiaries. This figure was calculated based on the Plan terms outlined above.

Fair value

Since the scheme constitutes a share-settled share-based payment transaction and that it is not possible to reliably determined the fair value of the services received from the Plan beneficiaries, this value was determined indirectly by reference to the fair value of the equity instruments granted (BME shares).

The grant terms under the Plan are not taken into consideration to estimate the fair value of the equity instruments granted, except for the market based performance features. Non-market perfor- mance features are considered by adjusting the number of shares included in the measurement of the costs of employee (beneficiary) service, so that ultimately, the amount recognised in the income

statement does reflect the number of shares granted. Accordingly, the amount that will ultima- tely be recognised in equity will depend on employee compliance with the rest of the performance requirements, regardless of whether or not the market based features stipulated have been met. Share price volatility was estimated using the historical volatility of BME’s shares in the 500 trading sessions prior to 30 April 2008.

To determine the grant-date fair value of the equity instruments granted, a figure which was ve- rified using several valuation reports issued by a number of multinational investment banks, the “MonteCarlo” options pricing model was used. This process consisted of the performance of 10,000 simulations to determine the “TSR” of BME’s shares, making the following assumptions:

As a result, the estimated grant date fair value of the equity instruments granted, which came to €3,091 thousand, will be accrued in the income statement (see section (a) above) over the set period during which the named beneficiaries shall perform their services for the Group (namely, from 30 April 2008 to 31 December 2010 at the latest), with a credit to “Other equity instruments” (Note 11). In line with this criterion, the amount recognised under “Employee benefits expense” in the 2008 income statement was €773 thousand.

30-04-2008

Underlying price (€) 31.95

Risk-free interest rate 3.78%

Volatility of underlying shares 34%

20.