... Investor Relations & Business Development at Silver Point Capital. Article 1 - BANCO BTG PACTUAL S.A. ("Company") is a corporation governed by these Bylaws and by the provisions of the law and regulations in force. Article 10 - The quorum of installation of the Board of Directors’ meetings shall be the majority of its sitting members (or their respective replacements pursuant to Article 8, paragraphs 1 and 2, above). (c) Executive Officers: to carry out the activities of the Company’s departments and divisions that concern them and to help the other members of the Executive Board. Article 40 - The Company, its shareholders, management and members of the Fiscal Council elect, irrevocably, the Forum of the Capital City of the State of São Paulo for requesting any preventive measures to ensure arbitration, or, before the installation of the arbitration court, for urgent measures in preparation for the arbitration to maintain status quo or to prevent irreparable damage. Media Contact David Grinberg VP of … BTG Pactual Jun 2019 - Present 1 year 9 months. priority right in capital refund, without premium, pursuant to article 17, item II of Brazilian Corporation Law; participation, on equal terms with Banco BTG Pactual common shares and Class B preferred shares, in the distribution of profits; and. The body that resolved on the dividends shall be responsible for establishing the conditions for payment of dividends to the new shares. 501, 5º andar, parte, in the city and state of Rio de Janeiro, enrolled under corporate taxpayer ID (CNPJ/ME) No. February 4th, 2021. Paragraph 3 - Only shares issued by the Company, including GDSs or ADSs, and/or shares issued by BTG Pactual Participations, Ltd., including BDRs, free of any burden or encumbrance, may be object of deposit for the issue of Units, and they shall not, while serving as guarantee for the Units, be object of pledge, attachment, seizure, or search and seizure of any other burden, nor shall they be provided as guarantee for any reason. Paragraph 9 - In the Shareholders’ Meetings of companies in which the Company is a partner or a shareholder, the Company will be represented by (i) two (2) Executive Officers, jointly, or (ii) by one (1) or more attorneys-in-fact with special powers, appointed by a proxy signed jointly by two (2) Executive Officers. resolving on the matters in which preferred shareholders shall have a voting right, as per paragraphs 5 and 6 of article 5 of these Bylaws; There is an appropriate election for the position; The mandatory certificate requirements are fulfilled in accordance with Brazil’s Central Bank Resolution 4,433; There is the possibility of performing any other role within the Company, other than the role of an Ombudsman Director; There are no impediments or conditions that may result in any conflict of interest. When the Investment Reserve reaches its maximum limit, or when the Company understands that the balance of the reserve exceeds the amount necessary to fulfill its purpose, the Shareholders’ Meeting may determine its total or partial allocation to the payment of or increase in the capital stock or dividends distribution, pursuant to Article 199 of Law 6,404. The members of the Executive Board shall reside in Brazil, may be elected and dismissed at any time by the Board of Directors, and are exempt from providing a management pledge. Investor Relations Contact Dan Schleiniger VP of Investor Relations Arcos Dorados daniel.schleiniger@ar.mcd.com. (z) To comply with and enforce these Bylaws and the Shareholders’ Meetings resolutions. Article 36 - The dividends declared shall be paid in accordance with the period determined by law and shall be subject to monetary correction and/or interest only when the General Meeting decides so. Paragraph 1 - The members of the management are exempt from providing a management pledge. Paragraph 3 - As set forth in Article 12, item (f), of these Bylaws, the Company’s Board of Directors is solely responsible for appointing and dismissing the members of the Compensation Committee. Despite the provisions above, any amendments to these Bylaws are subject to the necessary approvals from Brazil’s Central Bank, pursuant to the applicable legislation in force. The BTG Pactual Timberland Investment Group (TIG) is one of the world’s largest and oldest timberland managers with nearly US$ 4 billion in assets and commitments and ~2.6 million acres under management throughout the U.S., Latin America and elsewhere (as of February 2021). BTG Pactual Asset Management US manages $28.8 billion and provides investment advisory services for 136 clients (1:6 advisor/client ratio). In the event of temporary impediment or absence of the Vice-Chairman, the Chairman will appoint a replacement from among the other members of the Board of Directors. Paragraph 1 - As determined by the Board of Directors regarding each Program of Unit sponsored every now and then by the Company, when jointly with BTG Pactual Participations, Ltd., the respective Unit of each Program of Unit shall have identical composition and represent in the same proportion the respective Guarantee of Unit (as defined in Article 12, item (w) of these Bylaws), considering a certain number of common and/or preferred shares issued by the Company, including GDSs or ADSs, and a certain number of shares issued by BTG Pactual Participations, Ltd., including BDRs, and the Board of Directors is responsible for determining the Proportion of Guarantees (as defined in Article 12, item (w), of these Bylaws). Article 24 - The Audit Committee must comply with the regulatory requirements in force, issued by the Brazilian National Monetary Council ("CMN") and by Brazil’s Central Bank ("BACEN"), and will be comprised by, at least, three (3) and at, at most, six (6) members, which shall be elected among those who may or not be a Board member, as long as they meet the legal and regulatory conditions required to perform their duties, including requirements that guarantee their independence, of which at least one (1) member must be an Independent Director, all of whom will hold an office term of five (5) years, which may be extended until the investiture of their replacements, being allowed the reelection of the committee members pursuant to applicable regulations, and at least one (1) member must have proven audit and corporate accounting experience, pursuant to the CVM regulations that provide for the registration and exercise of the independent audit activities in the securities market and sets forth the duties and responsibilities of directors of the audited entities in their relationship with independent auditors, that qualify him/her for the position, being one of the members responsible for coordinating the meetings of the Audit Committee. If two (2) Chief Executive Officers are invested, both shall be jointly responsible for all functions of said position, except if otherwise set forth in these Bylaws. A consortium led by BTG Pactual's Timberland Investment Group has agreed to acquire Chilean timberland assets … Article 50 - The Acquirer of the Power of Control, through a private agreement with the Controlling Shareholder for the purchase of shares, involving any amount of shares, shall undertake to: (i) carry out the public offering referred to in aforementioned Article 49; and (ii) pay, pursuant to the terms below, an amount equivalent to the difference between the price at the public offering and the amount paid per any share acquired on the stock market during the six (6) months prior to the acquisition date of the Power of Control, duly restated until the payment date. In this transitional period, the Units may have in their composition receipts of subscription of shares issued by the Company, in provisional replacement of common and/or Class A preferred shares. Paragraph 1 - Since the Company was admitted to the Level 2 Corporate Governance special listing segment of B3 S.A. - Brasil, Bolsa, Balcão ("B3"), its shareholders, Directors (as defined in the Level 2 Regulations) and members of the Fiscal Council, when in place, are subject to the provisions of the B3’s Level 2 Corporate Governance Listing Regulations ("Level 2 Regulations"). If the Company‘s ethical principles or compliance guidelines or the legislation in force have been violated; If the mandatory certificate required for the position ceases to be valid; and. Article 29 - The Ombudsman shall have the duties of ensuring strict compliance with the legal and regulatory norms related to consumer rights, and of acting as a communication channel among the institutions belonging to the financial conglomerate and the clients and users of its products and services: Paragraph 1: The Ombudsman is responsible for: (a) Acting as the last resort service for complaints from clients and users of products and services that have not been solved in the institution’s primary service channels; (b) Acting as a communication channel between the institution and the clients and users of products and services, serving also as a conflict mediator; and. Back Top. Banco BTG Pactual is its main operating company. Sole Paragraph - As permitted by the CMN rules, the Ombudsman shall serve all financial and/or peer institutions belonging to the BTG Pactual conglomerate in Brazil. BTG: BANCO BTG PACTUAL S.A., financial institution headquartered at Praia de Botafogo, No. Paragraph 9 - The Company may acquire its own shares or share deposit certificates, as applicable, by authorization of the Board of Directors, with the goal to maintain them in treasury for later disposal or cancellation, pursuant to the current provisions and regulations. Article 48 - With respect to a certain Program of Units established in Brazil and pursuant to this Chapter XIII, the corresponding Unit shall always be issued or canceled, as the case may be, in the registered Units’ book, on behalf of B3, as respective fiduciary owner, which shall credit it to the account of custody of the respective holder of Units. BTG Pactual Asset Management US, registered in 2010, serves 7 state (s) with a licensed staff of 23 advisors. Paragraph 7 - In the event of resignation, permanent impediment or another type of permanent vacancy in the Chief Executive Officer positions or any other Executive Officer position, the Board of Directors, within thirty (30) days, as from the date of the vacancy, shall elect the new Executive Officer who will serve for the remaining term of office, except in the event that, in case of vacancy in the positions of Executive Officer, the Board of Directors leaves the position vacant, respecting the legal minimum of two Executive Officers. The rights, obligations and responsibilities resulting from Shareholders’ Agreements shall be valid and enforceable to third parties as soon as they are entered into the Company’s records. BTG Pactual declined to comment on his exit. The Units shall be registered and book entry. (a) Investor Relations Officer: (i) to coordinate, administrate, govern and monitor the investor relations work, as well as to represent the Company before shareholders, investors, market analysts, CVM, stock exchanges, and other institutions related to activities carried out in capital markets in Brazil and abroad; and (ii) other duties attributed to him/her, every now and then, established by the Board of Directors; (b) Senior Vice Presidents: (i) to coordinate the Company’s business and activities, within their respective scope of competence, especially helping the Chief Executive Officers in matters of particular relevance to the Company or its Affiliated Companies; (ii) to guide the activities of the Company’s departments and divisions that concern them and to help the other members of the Executive Board; and. "Power of Control" means the power, directly or indirectly, effectively used to guide the Company’s activities and establish guidelines for the Company’s bodies, de facto or de jure, regardless of the shareholding position held. BTG Pactual (UK) limited is authorised and regulated by the Financial Conduct Authority and is registered in England and Wales at Berkeley Square House, 4-19 Berkeley Square – London W1J 6BR , … In addition, the Company shall undergo extrajudicial liquidation pursuant to the law and previously approved at the Shareholders’ Meeting. Paragraph 6 - Pursuant to the provisions established herein, the creation of new preferred classes is hereby authorized, as well as the increase in the classes without proportion to the other classes of preferred shares, as applicable. The call notice shall include the date, time and agenda of the meeting, as well as all material necessary for the meeting. File (c) Informing the Board of Directors all the activities carried out by the Ombudsman. BTG Pactual-led investor group to buy Chilean timberland assets. Banco BTG Pactual understands that it adopts high corporate governance levels and voluntarily complies with specific requirements of companies listed in Level 1, although it is unable to formally join B3’s "Differentiated Corporate Governance Practices" and B3 denied Banco BTG Pactual’s request to join Level 1, since (i) BBTG11 Units offered were traded in B3’s traditional market as they were composed not only of shares issued by Banco BTG Pactual… 30.306.294/0001-45. For more information on the corporate governance practices adopted by the Companies, see section 12 of Banco BTG Pactual’s Reference Form, available on this website in the section Information on the Group‘s Companies. - The Controlling Shareholder shall be exempt from carrying out the tender offered referred to in the caput of this Article if the Company withdraws from the Level 2 Corporate Governance listing segment as a result of an agreement in which the Company will be listed in Novo Mercado segment, or if the company resulting from a corporate reorganization obtains authorization to trade securities in the Novo Mercado segment within one hundred and twenty (120) days from the date of the Shareholders’ Meeting that approved said operation. Paragraph 1 - The Fiscal Council shall operate in the fiscal years when shareholders request its installation, and the Shareholders’ Meeting is responsible for electing its members and establishing their respective compensation, all pursuant to the applicable legislation and regulations. Paragraph 2 - The Company may be, exceptionally, represented by a single Executive Officer or attorney-in-fact with special powers, as long as authorized by an Executive Board Meeting. Paragraph 7 - The endorsement of checks issued in favor of the Company for deposit in a checking account of a third party shall be mandatory for the Company only if signed by two Executive Officers, or by one Executive Officer acting jointly with an attorney-in-fact with special powers, constituted by a proxy signed by two Executive Officers, or by two attorneys-in-fact with special powers also constituted by a proxy signed by two Executive Officers. See Joao Marcello Dantas Leite's compensation, career history, education, & memberships. Paragraph 4 - As set forth in Article 12, item (f), of these Bylaws, the Company’s Board of Directors is solely responsible for appointing and dismissing the members of the Audit Committee. Data Subject: You: the individual to whom the Personal Data is related, being either a customer or user of our Platform. Paragraph 1 - The members of the Board of Directors may be represented at the Board of Directors’ meetings by another Board member to whom special powers have been granted. Paragraph 2 - The Shareholders’ Meeting will fix the overall compensation of the members of the Company’s management, Audit Committee, and Compensation Committee, and the Board of Directors is responsible for defining the amounts to be paid individually to each member of the management and said committees. There are many readers, free and not free, available in the … The voting rights set forth in item "a" shall prevail during the period in which the Level 2 Corporate Governance Participation Agreement is in force; (c) shall participate, in equal conditions as the common shares and Class A preferred shares, in profit sharing; (d) shall be convertible into common shares, by a simple written request of their holders or the Company, with no need for resolution of Board of Directors’ or Shareholders’ Meetings, provided that (i) such conversion takes place due to the issue of new shares by the Company, within the authorized capital or not (except if the shareholder to carry out the conversion is BTG Pactual Holding S.A. (or the company that succeeds it, on any account, including by incorporation, merger, spin-off, or any other type of corporate restructuring)), (ii) after the conversion, BTG Pactual Holding S.A. (or the company that succeeds it, on any account, including by incorporation, merger, spin-off, or any other type of corporate restructuring) continues to hold, directly or indirectly, more than 50% of the common shares issued by the Company, and (iii) Article 42 of these Bylaws is observed; (e) shall be convertible into Class A preferred shares, at the request of their holders, provided that (i) the Company is a publicly held company with shares traded on the stock exchange, and (ii) Article 42 of these Bylaws is observed. "Partner" means any Individual Shareholder Partner. Sole Paragraph - The arbitration shall be confidential and equity judgment is not allowed. Article 16 - It is the sole responsibility of the two Chief Executive Officers, jointly, or individually if only one (1) Chief Executive Officer is invested, pursuant to Article 13, paragraph 5, of these Bylaws, and none of the duties described below shall be extended to any other Executive Officer: (a) presiding over and governing all business and activities of the Company, monitoring its operations and following up their progress; (b) presiding over the meetings of the Executive Board; (c) supervise the Company’s public relations activities; (d) coordinating the activities of the other Executive Officers; (e) receiving service of process and represent the Company in court; and. At the end of the term, the members of the Board of Directors shall remain in the exercise of their positions until the new elected members are invested. Banco BTG Pactual S.A. Outlook. Nevertheless, subject to the terms set forth in Articles 52 and 53 of these Bylaws, in the event that the Disposal of the Company’s Control results in a succession of transactions, the tender offer envisaged in Article 50 of these Bylaws shall be conducted by the Acquirer of Control at the price per share that is at least equal to the weighted average value of the price per Control Share that such Acquirer paid the Disposing Controlling Shareholders in all said transactions over one (1) year before the date of the consummation of the transaction (including the transactions consummated on such date) through which the Acquirer has reached a sufficient number of common shares issued by the Company to effectively consummate the Disposal of the Company’s Control. "Relative" means, concerning any Individual Partner, any relative in straight ascending, descending or collateral line up to 2nd degree (by blood or adoption) of such Individual Partner, or spouse or former spouse of such Individual Partner, any legal representative or estate of any such, or the final beneficiary of the estate of any such, if deceased, and any trust or vehicle of succession planning of which the only beneficiaries are any such Persons. - If there is no Controlling Shareholder and it is resolved that the Company withdraws from the Level 2 Corporate Governance listing segment so that the securities issued by the Company be traded outside of the Level 2 Corporate Governance listing segment, or in the case of a corporate reorganization in which the company resulting from said reorganization is not admitted for trading at the Level 2 Corporate Governance listing segment within one hundred and twenty (120) days from the date of the Shareholders’ Meeting that approved said operation, the Controlling Shareholder must carry out a tender offer for the remaining Company shareholders to acquire the remaining shares pursuant to the conditions provided in the aforementioned Article. The members of the Board of Directors may also attend such meetings via phone or video conference call, or any other means that allow remote attendance to the meetings, and they shall be deemed as present in the meeting. Article 20 - The Shareholders’ Meeting shall be installed and presided over by one of the Chief Executive Officers or by whomever he or she appoints, in writing, and this person will choose someone among those present in the meeting to serve as secretary. Paragraph 3 - The Shareholders’ Meeting or the Board of Directors may determine the payment of interest on own equity, up to the limit permitted by law, which can be booked as the mandatory dividends to which Article 35 of these Bylaws refers, in compliance with the applicable legislation and regulations. Regarding Banco BTG Pactual common shares, we can highlight the following rights: Regarding Banco BTG Pactual Class A preferred shares, we can highlight: right to one vote on the general meetings’ resolutions; participation, on equal terms with Banco BTG Pactual Class A preferred shares and Class B preferred shares, in the distribution of profits; and. "Disposal of the Company’s Control" means the costly transfer to a third party of the Control Shares. In the case of temporary impediment or absence of both members occupying the position of Chief Executive Officers, as applicable, the other members of the Executive Board shall nominate one of the present members to take over the functions of the Chief Executive Officer on a temporary basis. Article 41 - The Company shall be dissolved in the cases envisaged by the law, or by a resolution of the Shareholders’ Meeting, which shall appoint the liquidator, establish the form of liquidation and elect the Fiscal Council, which shall operate during the liquidation period. The investiture term must be signed within thirty (30) days after BACEN approves the election, except by justification accepted by the Executive Board, under the penalty of the election becoming null and void. (c) the balance may, as resolved at a Shareholders’ Meeting by the proposal of the Executive Board approved by the Board of Directors, be fully or partially allocated to the Investment Reserve to which paragraph 2 below refers or fully or partially retained, in accordance with the capital budget, pursuant to Article 196 of Law 6,404. The person, or Group of Shareholders, who holds shares that grant him/her the absolute majority of votes among shareholders who attend the three (3) latest Shareholders’ Meetings, has a relative assumption of control, even if he/she does not hold shares that grant the absolute majority of the voting capital. Paragraph 1 - The capital of the Company may be increased by resolution of the Board of Directors, without need for an amendment to these Bylaws, up to the overall limit of ten billion shares (10,000,000,000) shares. Paragraph 3 - The Company’s Board of Directors may, at any time, separately and/or jointly with BTG Pactual Participations, Ltd., if applicable, suspend, for a definite time, the possibility of issue or cancellation of the Units, envisaged in Article 43 of these Bylaws and in the caput of this Article, respectively, (i) in the event of primary and/or secondary public offer of Units, in the local and/or international market, or (ii) in the event that it is deemed as strategically relevant and necessary the concentration of the trading in a single security to attain greater liquidity in the secondary market of B3 of the shares issued by the Company, including GDSs or ADSs, and/or shares issued by BTG Pactual Participations, Ltd., including BDRs, and in such cases the term of suspension shall not exceed three hundred and sixty (360) days. Paragraph 4 - If the Shareholders’ Meeting referred to in the aforementioned Paragraph 3 resolves for the Company’s withdrawal from the Level 2 Corporate Governance listing segment, said Shareholders’ Meeting shall appoint the persons(s) present in the meeting who shall be responsible for carrying out the tender offer set forth in the caput and who shall expressly undertake to carry out the offer. Article 3 - The Company’s purpose is to perform active, secondary and accessory operations inherent to the respective authorized portfolios (commercial, leasing, real estate loans, farm loans, credit, financing and investment), including exchange and management of the securities portfolio, pursuant to the provisions of the law and regulations in force. Article 62 - The provisions set forth herein which are related to the rules of the Level 2 Corporate Governance listing segment shall only be effective from the date in which a material fact is disclosed with the pricing of the public offering, which shall have restricted efforts for the secondary distribution of Units, representing the Company’s Shares, pursuant to CVM Instruction 476/09, as referred to in the material fact released on June 4, 2019. Under no circumstances, will Banco BTG Pactual, its directors, executive officers or employees be held responsible for any direct or indirect, special, incidental or consequential losses or expenses arising out of the connection with this website or use on its part or incapacity of use by anyone, or with regard to any shortcoming in performance, error, omission, interruption, defect or delay in operation or transmission, … Paragraph 2 - The interim financial information (ITR) shall be prepared and disclosed in a timely manner as set forth by applicable regulations. The percentage applicable of said cancellation fee may be reduced up to zero, as determined by the Board of Directors, and/or under certain circumstances established in the corresponding agreement for the Units’ issue and deposit, including, for example, (a) in the event that (i) the request of cancellation of such Unit is accompanied by an irrevocable request of its holder for assembling another deposit certificate representing the Guarantees of Unit, (ii) the Proportion of Guarantees of the Unit approved by the Company’s Board of Directors is maintained, and, as applicable, by BTG Pactual Participations, Ltd., (iii) (iii) said security is tradeable on stock exchange, OTC market (or a similar organized securities trading environment) in Brazil or abroad, thus demonstrating the commitment of the holder of such Unit to the Company’s strategic interest to concentrate in a single security, the Unit, all of the trading activities of the corresponding Guarantees of the Unit on the secondary securities market, thus benefiting its liquidity, or (b) in the case of cancellation of the Units, as applicable, in order to execute the tender offer envisaged in Article 49 of these Bylaws. Paragraph 4 - Pursuant to paragraphs 3 and 4 of Article 6 of these Bylaws, the Executive Officers shall take office through the signature of an investiture term in the Company’s books and approval of their names by BACEN, and they shall remain in their positions until their successors take over. Paragraph 1 - The aforementioned Shareholders’ Meeting shall appoint the responsible person(s) present at the meeting to carry out the tender offer, who shall expressly undertake to carry out said tender offer. - The Shareholders’ Meeting has the reserved power to appoint the specialized firm responsible for preparing the Company’s Economic Value, to be chosen based on a list of three firms presented by the Board of Directors, and the respective resolution, in which blank votes shall not be computed and each share, regardless of its type or class, is entitled to one (1) vote. 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