Material Fact - Primary public offering with restricted distribution efforts
BANCO BTG PACTUAL S.A. ("Banco"), in accordance with Law 6,404/76 and the Brazilian Securities Commission (Comissão de Valores Mobiliários or the "CVM") Instruction No. 358, dated January 3, 2002, as amended, hereby informs its shareholders and the market in general that Banco is launching a restricted offering of its units (the "Units"), each representing one common share (the "Common Shares") and two class A preferred shares (the "Preferred Shares" and, together with the Common Shares, the "Underlying Shares"), without par value, to be offered to (i) no more than 75 profesional investors (as defined in CVM Instruction No. 539, dated November 13, 2013, as amended) in Brazil of which no more than 50 may actually subscribe in the offering), pursuant to and in compliance with CVM Instruction No. 476, dated January 16, 2009, as amended ("CVM Instruction No. 476"), (ii) certain qualified institutional buyers as defined under Rule 144A of the U.S. Securities Act of 1933, as amended (the "Securities Act") that are also "qualified purchasers," as defined in Section 2(A)(51) of the U.S. Investment Company Act of 1940, as amended, and related rules and (iii) institutional and other investors outside the United States and Brazil that are not U.S. persons, as defined in Regulation S promulgated under the Securities Act, pursuant to exemptions from registration under the Securities Act (the "Restricted Offering").
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São Paulo, June 22, 2020.
BANCO BTG PACTUAL S.A.
João Marcello Dantas Leite
Investor Relations Officer